Harnessing the

Blue Economy

Annual Report and Accounts 2025

Our market is the Blue Economy, water

is where we come alive. Our technical

expertise and experience spans

centuries, industries and continents

and our track record allows us to

deliver on complex customer

challenges in the most demanding

environment – the world’s oceans.

As James Fisher continues to evolve, we

are positioning for growth, aligning our deep

marine capabilities with global megatrends

in decarbonisation, digitalisation and energy

security. We are investing in people, innovation

and targeted geographic growth so we continue

to meet our customers’ most complex

challenges. This approach ensures we position

the Group for long-term growth and create

value for stakeholders.

market verticals

countries worldwide

2,000+

employees

Nearly

180

years of marine experience

For more information

visit www.james-fisher.com

2025 financial highlights

James Fisher is a

global marine solutions

provider

Revenue

£394.4m

£437.7m

£496.2m

2023

Underlying operating profit

£28.6m

£28 .6 m

£29.5m

£29.6m

(Loss)/profit before tax

£(4.3)m

£(4 .3)m

£54.0m

2023

£(39.9)m

Cash from operating activities

£66.9m

£49.3m

2023

£37.8m

Net debt

£54.4m

£56.1m

£144.2m

Read more on pages 59 to 65

1 Alternative performance measures (APMs) that are reconciled and defined in Note 5 of the consolidated financial statements

(pages 140 to 148).

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Contents

Overview

02 James Fisher at a glance

03 The Blue Economy

04 Capital allocation supporting growth

05 Global reach through local presence

Strategic Report

07 Chairman’s review

09 Chief Executive Officer’s statement

12 Investment case

14 Our business model

16 Our strategy

18 Strategy in action

22 Key performance indicators

24 Our Divisions

24 –Defence

26 –Energy

28 –MaritimeTransport

30 Our approach to Sustainability

32 Sustainability in action

45 Task Force on Climate-related

Financial Disclosures

57 Our stakeholders

59 Financial review

66 Principal risks and uncertainties

74 Viability statement

75 Non-financial and sustainability

information statement

Governance

78 Introduction from the Chairman

79 Leadership in action

80 Our governance framework

81 Board of Directors

83 –AneffectiveBoard

85 –Beyondtheboardroom

86 Nominations Committee report

89 AuditandRiskCommitteereport

94 Directors’ remuneration report

110 Directors’ report

112 Statement of Directors’ responsibilities

Financial Statements

114 Independent auditor’s report

122 Consolidated income statement

123 Consolidated statement of other

comprehensive income

124 Consolidated statement

of financial position

125 Consolidated statement

of changes in equity

126 Consolidated cash flow statement

127 Guide to financial statements disclosures

128 Notes to the consolidated

financial statements

191 Company statement of financial position

192 Company statement of changes in equity

193 Notes to the Company financial statements

204 Subsidiary undertakings

206 Associatedundertakings

IBC Investor information

Evolving the potential of our people

Chief Executive Officer’s statement

 Resilientperformance

Evolving growth through innovation

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our purpose

Harnessing the Blue Economy

for future generations

Our vision

To be the leading provider of unique

marine solutions above, below and

beyond the world’s oceans

Our mission

To pioneer safe, trusted and innovative

solutions that deliver on complex

customer challenges

Planet

Minimiseenvironmentalimpactby

reducing carbon emissions, promoting

circular practices, and preserving marine

ecosystems for a sustainable planet

Partnerships

Build strong local and strategic

partnerships that enhance

relationships with key stakeholders

and drive positive, lasting impact

People

Foster an inclusive, engaging

workplace to build a strong employer

brand that attracts and empowers

top talent

Focus

Regrouparoundourcorepurposeas

a marine services company operating

in the Blue Economy, delivering unified

Company priorities

Simplify

Restructurearoundthreemarket

verticals, with strong leadership driving

customer intimacy and accountability

for results

Deliver

Create a culture of accountability, with

Product Lines and Functions enabling

delivery, improving our financial and

operational performance

Our approach to sustainability

Our strategy

Our Valued Behaviours

James Fisher

at a glance

 Readmoreonpages 16 to 17

 Readmoreonpage 32

 Readmoreonpages 30 to 31

Act with integrity

Dotherightthing.Respect

and trust each other to

deliver on our commitments,

safely and sustainably

Pursue excellence

Deliver to the highest standards.

Think and act with purpose,

turning our passion and energy

into exceptional results

Think creatively

Be curious and innovative.

Harness our pioneering spirit

to solve the challenges of today

and tomorrow

Embrace teamwork

Support and inspire each

other. Collaborate to unlock

our collective potential as

one team and in partnership

with our stakeholders

Protecting life above,

below and beyond

AtJamesFisher,wepioneersafe,trusted

and innovative marine solutions that solve

complex customer challenges across the

world’s oceans and critical infrastructure.

We operate above, below and beyond the

oceans, enabling the safe and reliable

delivery of energy, and protecting people,

assets and environments.

By harnessing the opportunities from

the Blue Economy, we help create a safer,

more secure and sustainable world for

future generations.

For more information

visit www.james-fisher.com

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Operating at the heart

of the Blue Economy

James Fisher operates within the Blue Economy ensuring the sustainable

use of ocean resources for economic growth, improved and protected

livelihoods and jobs, while preserving the ocean ecosystem.

Ship-to-ship transfer

and coastal shipping

Asset management,

inspection and

maintenance

Commissioning and

Decommissioning

services

Port operations

Submarine

Rescue

capability

Saturation

diving

Tactical

Diving

Vehicles

Defence

diving

Offshore

wind solutions

Fender and

mooring services

Environmental

and safety

services

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Underpinned by improved operational performance

Growth pillars

Our core markets

Capital allocation supporting growth

Harnessing the Blue Economy for future generations

Our capital allocation frameworkPositioning for growth

EnergyDefence Maritime

Transport

Aligned Strategic

Markets

People &

Capabilities

Innovation &

Technology

Supportive megatrends

Geopolitics

Long-term focus on government

spend and security threats

Energy demand growth

and security

Energy mix to meet the needs

of energy security strategies

Decarbonisation

Enable the transition to Net Zero

by 2050

Digitalisation

Accelerationofintelligence-

driven operations

Localisation

Buy and spend local,

reinforced by regulation

Underlying operating profit

>10%

Return on capital employed

>15%

Financial strength – maintain net debt to EBITDA ratio of 1.0–1.5x

Strategic investment

Focus is on organic growth including innovation

Ordinary dividend

Reinstateattheappropriatetime

Acquisitions

Pipeline development

Focus on medium-term targets

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

UK and Europe

Middle East, North Africa

and Kingdom of Saudi Arabia

South America Asia Pacific

India

South and West Africa

Australia

North America

Operating from

23 countries. We harness

the right people,

technology and supply

chains to ensure safe

and efficient operations

for our customers.

 Readmoreonpages 24 to 29

Global reach through local presence

Key

Defence

Energy

MaritimeTransport

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Strategic

Report

Strategic Report

07 Chairman’s review

09 Chief Executive Officer’s statement

12 Investment case

14 Our business model

16 Our strategy

18 Strategy in action

22 Key performance indicators

24 Our Divisions

24 –Defence

26 –Energy

28 –MaritimeTransport

30 Our approach to Sustainability

32 Sustainability in action

45 TaskForceonClimate-related

FinancialDisclosures

57 Ourstakeholders

59 Financialreview

66 Principalrisksanduncertainties

74 Viability statement

75 Non-financialandsustainability

information statement

Strategic Report

Chairman’s review

Through disciplined capital

allocation we are investing in

the markets where we have the

greatest long-term potential.”

Angus Cockburn

Chairman

Three years ago, I wrote about the

scale of the challenge we faced in

first stabilising the business as a

precursor to growth and delivering

James Fisher’s full potential.

Since then, we have risen to this challenge

by strengthening our financial position through

portfolio simplification and business disposals,

supported by improved financial performance.

We have also strengthened our leadership team,

improvedlevelsofworkforceengagementand

introduced a clear business structure under our

OneJamesFisher(OJF)strategy.Ourimproved

governanceframeworkhasaddeddiscipline

andprocesswithoutlosingJamesFisher’s

entrepreneurial spirit.

Thishascreatedtheplatformfromwhichtobegin

the next, and arguably, the most demanding phase

of our turnaround – sustainable growth. As usual,

Iurgecautionasitisunlikelytocomewithout

significant challenges, compounded by global

volatilityandendmarketgyration.Encouragingly,

we enter this new phase of development as

a stronger and more resilient organisation.

Throughdisciplinedcapitalallocationwe

areinvestinginthemarketswherewehave

thegreatestlong-termpotential–andweare

seeingthefirstproductscometomarketfrom

our investment in new product development

(NPD).Atthesametime,ourselectiveexpansion

intonewgeographiesasOJFishelpingus

build a more coherent and customer focused

operatingmodel.Thisprogresswouldnothave

been possible without the talented leadership of

ourCEO,JeanVernet,andhisExecutiveTeam

but above all I want to recognise the dedication

andresilienceofouremployees.Theyhave

navigated significant restructuring and change

while continuing to deliver high quality products

and services for our customers around the world.

We are also grateful for the ongoing support

of our owners and lenders. While we have

strengthened the foundations of the business,

we recognise there is still much to do and our

focus for 2026 includes further embedding

safety, quality and customer excellence.

Financial performance

Overall revenue was £394.4m, 9.9% behind

theprioryear(£437.7m)duetotheimpactfrom

various disposals and closures. If adjusted for

these impacts revenue was £377.2m, 4.3%

aheadoftheprioryear(£361.7m).Underlying

operatingprofit(UOP)onthesamebasiswas

56.3% higher at £28.6m than the prior year

(£18.3m).Onalike-for-likebasis,returnon

capital employed improved from 6.1% in 2024

to 8.6% in 2025 reflecting the improvement in

underlying operating margin from 5.1% to 7.6%.

Net debt at £54.4m was broadly similar to the

prioryear(£56.1m)andgiventheimprovement

in our profitability, covenant leverage reduced

to 1.3 times from 1.4 times in 2024.

Even though the trading and financial position of

JamesFisherhasimprovedoverthepastcouple

of years, we are still in turnaround mode, albeit

with the focus transitioning to growth. Given

where we are in the turnaround, we are not yet

able to recommend the payment of a dividend

for2025.Irecognisethatthelackofadividend

is disappointing for many shareholders, and it

issomethingthattheBoardwillcontinuetokeep

under review.

Delivering our strategy

Revenue in our Energy Division was impacted

by the disposal of part of our inspection, repair

andmaintenancebusiness.Financialperformance

across the rest of Energy was mixed with a

softeroilandgassectorimpactingwell-testing,

which despite a small year on year decline,

continues to perform well. Our investment in

modernising the compressor fleet has continued

to pay off, giving us flexibility to support both

oilfield and bubble curtain opportunities in

Europe, North America and Asia. Renewables

faced another difficult year, but we are

encouraged by the product line’s turnaround

potential, growth in the blades business and

thelong-termmarketpotentialofoffshore

renewables. Perhaps the most encouraging

performance came from our decommissioning

business which returned to profit after several

years of losses, buoyed by an innovative

new customer solution and a more efficient

operating model. Innovation in Energy continues

to be a clear differentiator and our priority

for2026istocapturethesector’slong-term

potential while improving the performance

ofourloss-makingrenewablesbusiness.

ThemostpleasingDivisionalperformance

wasinDefence,withamarkedimprovement

in underlying operating profit driven by revenue

growth and better margins through tighter cost

disciplineandanimprovedmix.Most

encouragingly, we saw an uplift in orders, notably

our submarine rescue contract in Poland.

Throughsustainedeffortwearenowseeingthe

benefit of a stronger defence business at a time

of rising geopolitical tensions and increased

defence spending internationally with significant

investment in undersea and special operations

capabilitieswhereJamesFisherhasalong-

standingpedigree.Thishasledtoother

contractwinsacrossmilitarydivingandTactical

DivingVehiclesintheUSA,Europeand

Australia. As we enter 2026, our challenge shifts

to delivery – ensuring safety, quality and

operational readiness as we scale, while

continuing to build a resilient sales and

new product pipeline.

1 Performancemeasuresdescribedas‘like-for-like’or‘onthesamebasis’reflectunderlyingmeasuresadjustedfortheimpact

of business disposals and staged closures. See page 59 and the accompanying footnotes for further details.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Chairman’s review continued

InMaritimeTransport,Tankshipsdelivered

a steady performance, and the fleet renewal

programmeremainsontrackforvessel

deliveriesin2026and2027.Bythen,ourtanker

fleet will be largely renewed, addressing one

of the biggest challenges facing the business

afewyearsago.Thecostofthedual-fuel

technology investment has been significant

butessentialtoprovideahigh-quality,reliable

serviceacrosstheUKandtheCaribbeanin

allmannerofweatherconditions.Fendercare

performed well and entered 2026 with good

momentum. Our focus will be on strengthening

the operating model and expanding geographic

reachinresponsetochangingmarketdynamics

and increased competition. Our ports business

continues to perform well and recorded another

good year in 2025.

Geographically,weexpandedintotheUSA,

UruguayandJapanundertheOJFapproach,

bringing a more consistent, customer focused

wayofworkingwhilebenefittingfrom

efficiencies that will optimise margins. We saw

new products launched across all Divisions,

alongside our first capital ventures investment

with Ocean Aero in early 2026. Partnerships

withsmallentrepreneurialcompanieslike

these will enhance the innovation pipeline

now building across the Group.

consequent uncertainty, allows us to focus

on what matters most to our people including

reward, training and talent development.

We are introducing a new organisational grading

structure to ensure consistency across the

Group and in 2026, we will address a recurring

concernbyimprovingourcoreITprocessand

systems so colleagues can spend more time

delivering high quality service to our customers.

Therightcultureiskeytothesuccessofany

organisation and our updated values championed

byourExecutiveTeamhavebeenrolledout

throughtheorganisation.Thesevaluesare

grounded by acting with integrity – doing the

right thing every time with a clear focus on

safetyandpersonalaccountability.Through

pursuingexcellence,thinkingcreativelyand

embracingtheteamworkwearestrengthening

our strategy to harness the full capability of

OJF.ThisisimportantasweprotectourDNA

andbuildonwhatmakesJamesFisherspecial.

Focusing on sustainable growth

As we turn our attention to the next phase of

our turnaround, we are focused on sustainable

growth driven by deepening our customer

relationships,expandingintonewmarketsand

delivering innovative solutions to meet their

mostcomplexchallenges.Thisissupported

by a relentless focus on safety, quality and

investment in people. Our 2026 strategic

priorities give the company a unified focus

and targets to achieve this.

Thereisaclearopportunityforusto

strengthen customer engagement – through

better account management, more effective

crosssellingandbyidentifyingnewmarkets

and customers where we can add value. We

will continue to invest in NPD, both internally

and through partnerships and investments

in smaller, innovative businesses that give

us a competitive edge.

TheOJFoperatingmodelishelpingusscale

withgreaterefficiency.Thisyearwecompleted

the first phase of building a more integrated

global supply chain – an important step towards

efficiency,costsavingsandlong-termgrowth.

While these foundations are encouraging, further

workisneededbeforethemodelisfully

embedded across the Group.

We have also established a new quality

organisation to raise performance standards

and consistency across our businesses.

Our Lean programme and project management

capability are maturing and strengthening

how we deliver for customers and operate

asOneJamesFisher.

Collectively, these developments are building

the operational discipline we need for the future.

Werecognisethereisstillimportantworkahead,

and the Board remains firmly committed to

strengthening the capability and customer delivery

requiredforlong-termsustainablegrowth.The

leadership team will continue to focus on adapting

toshiftinggeopoliticalandmarketconditionsas

theyworkhardtodelivertheturnaroundthatall

JamesFishers’employees,owners,lendersand

otherstakeholderswanttosee.

Strong governance and disciplined investment

continuetounderpinourwork.TheInvestment

Committee remains central in maintaining

capital discipline. We have strengthened internal

controls,refreshedourprincipalriskregister,

and welcomed Deloitte as our incoming

auditors.IwouldliketothankKPMGfortheir

valued contribution, patience and commitment

over a significant period of change.

Our people

Throughouttheyear,theBoardandIhave

visited sites across the Group, gaining valuable

insights and seeing first hand the commitment

thatdrivesthiscompanyforward.Therange

ofmarinerelatedactivitiesthatweundertake

daily is extraordinary, from submarine rescue,

coastal shipping and port operations to

underwaterspecialoperations,ship-to-ship

(STS)transferandoffshorewindbladerepair.

Theseactivitiesandmanymoreallrequire

a very high level of expertise and dedication,

particularly, as they are often conducted in

challenging environments exposed to rapidly

changing weather and sea conditions.

Given the nature of our business, safety remains

paramount. We have invested considerable time

andresourceoverrecentyearstomakeJames

Fisherasafeplaceforourpeople.Although

we are rolling out a comprehensive approach

– strengthening safety leadership, processes,

tools and training – incidents remain too high.

It will therefore remain a strategic priority for

2026 and beyond as we redouble our efforts

toembedasafety-firstcultureacrossevery

geography and activity. I am grateful for the

commitmentshownbyeveryoneaswework

towardsmakingourcompanysaferforall

employees, subcontractors and customers.

AnotherimportantpriorityforJamesFisheris

improving employee engagement. Encouragingly,

we recorded our highest ever participation rate

of 83% and saw our engagement score improve

slightlyontheprioryear.Thereisstillmeaningful

workaheadbutmaintainingengagementduring

a period of significant business change and

Looking forward

As we enter 2026, the Board is encouraged

by the progress made and the momentum

building around our growth strategy and

largelysupportiveendmarkets.Werecognise

thereisstillworktodoaroundsafety,quality

and customer excellence, but the foundations

we have put in place, supported by a

stronger balance sheet and clearer strategic

focus, give us confidence in the next phase

ofourturnaround.Thisyearwewillfocuson

deepening customer engagement, advancing

our innovation pipeline and maintaining

disciplined delivery as we scale. With

continued focus and the support of our

owners, customers and lenders, James

Fisheriswellplacedtodeliversustainable,

long-termgrowth.

Angus Cockburn

Chairman

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

We are committed to making

further progress towards our

financial targets, while carefully

balancing investment required

to support revenue growth.”

Jean Vernet

Chief Executive Officer

2025 was a turning point for James

Fisher. It marked a year in which our

efforts to focus, simplify and deliver

have laid the groundwork for future

growth. Over the past three years,

we have strengthened the Group,

creating a more resilient business

and a coherent platform that can

unlock strategic potential.

We have simplified the company around three

customer-ledverticals,wehavechampioned

management accountability and discipline,

andcreatedaOneJamesFisher(OJF)culture

across the company that amplifies impact, led

by our Executive Committee.

We serve our customers best when we are

firsttomarket;wewininthemarketplace

through our ingenuity and our entrepreneurial

spirit.Toenhanceourcompetitiveness,wehave

invested in the core support functions that can

accelerate innovation and help us deploy safe,

high-qualitysustainableproductsandservices

consistently, anywhere in the world. At a time

of increasing demand, our focus remains on

scaling our operations including integrating

our supply chain to deliver our growth strategy.

Iwouldliketothankourcustomersand

shareholders for their continued trust and

support, and our employees for their passion

andhardwork.2025endedwithanincrease

inUOPreflectingtheimpactofourturnaround

actions and substantially replacing the profits

that were lost through prior year disposals. We

have improved margins through the turnaround

of the decommissioning business, disciplined

self-helpprogrammes,supplychainintegration

andwearerebuildingtheDefenceorderbook.

Chief Executive Officer’s statement

Lookingaheadto2026,weexpecttomake

furtherprogresstowardsour10%UOPand

15%Returnoncapitalemployed(ROCE)targets,

as demand for our expertise continues to grow.

Our unique capabilities are increasingly relevant,

particularly across Energy and Defence. We are

competing selectively where we can deliver

differentiated solutions and generate attractive

returns.Tocapturetherangeofinternational

growth opportunities in front of us, we must

continue to develop and scale our commercial

and manufacturing capabilities. While some

uncertainty persists in the upstream oil and gas

markets,weareconfidentthatenergydemand

growth will eventually stabilise the cycle.

Solid financial performance

We ended 2025 with a solid financial

performance, delivering 4.3% revenue growth

to £377.2m when adjusting for the impact of

disposals and staged closures. On the same

basis,UOPincreasedby56.3%to£28.6m.

Our underlying profit margin improved by

250 basis points to 7.6% which reflects the

progress in turning around underperforming

businesses and simplifying the Group, including

thestagedclosuresofIRMintheMiddleEast

and Africa, which did not have the potential

to meet our financial targets.

While reported revenue and operating profit

wereloweryear-on-year,thisreflectsthe

impact of business disposals and staged

closures, and the significant gains on disposals

in the prior year.

1 Performancemeasuresdescribedas‘like-for-like’or‘onthe

same basis’ reflect underlying measures adjusted for the

impact of business disposals and staged closures. See page

59 and the accompanying footnotes for further details.

TheDefenceorderbookshowedfurther

advancement during the year, ending 2025

at£317m(2024:£306m).Inadditionaround

£50mofordersareexpectedunderframework

agreements.TheDefencebusinessalsohas

run-raterevenueofaround£15mperannum.

Our cash position strengthened while

we continued to invest for growth. Capital

expenditure of £25.0m supported expansion

across Energy Services and Renewables, while

we invested £8.0m in development programmes

of products and services across Energy and

Defence. Net debt ended the year at £54.4m,

withacovenantnetdebttoEBITDAratio

of 1.3x, in the midpoint of our target range

of1.0-1.5x.ROCEincreasedto8.6%,reflecting

the improved performance of the Group.

Focused on delivery

We made good operational progress and

delivered for our customers while achieving

important milestones during the year that

position us for further growth.

Defence

Defence made good progress during the

year,withimprovedorderintakeacross

most Product Lines and further scaling of the

business. Demand for our specialist capabilities

remains strong, reflecting the increasing

relevanceofourofferinginafast-evolving

global security environment.

WedeepenedourpresenceintheUSmarket

by establishing a Special Security Arrangement

company, allowing direct commercial engagement

withtheUSmilitary.Duringtheyear,wealso

secured an order for combat rebreathers as part

of a five year supply programme and completed

asuccessfulForeignComparativeTesting

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

programme that validated the capability of our

CarrierSealTacticalDivingVehicles.Wealso

started to deliver on an important submarine

platform contract.

Relationships with leading global defence

partners were strengthened through the signing

of new strategic agreements across Europe and

Indo-Pacific,includingSaabandSingapore-based

STEngineeringMarine.Thesepartnerships

support growing demand across our Submarine

Rescue,MilitaryDivingandTacticalDiving

Vehicle Product Lines, and enhance our ability

to serve customers globally.

Business development momentum continued

later in the year, with the award of a material

contract with the Polish Navy to deliver a

submarine rescue and saturation diving system

fortheRatownikvessel.Wealsomadegood

progressona2024ordertoprovideTactical

Diving Vehicles to an international navy, with

first delivery scheduled in the fourth quarter

of2026.InFebruary2026,wesecuredan

importantlong-termservicecontractto

supportTacticalDivingVehiclesinAsia,further

strengtheningthevisibilityofourorderbook.

Alongside those commercial wins, we invested

in the foundations required to scale. During

the year we strengthened function leadership

across our supply chain and operations and

investedinnewservicecentresintheUK

and Australia, enhancing operational breadth

and customer support.

Our disciplined, multipronged investment

efforts across Defence have allowed us

to regain technology leadership in our fields

ofexpertise.Thisincludedthelaunchofour

next-generationalStealthMulti-Rolerebreather

systemforthemilitarydivingmarket,alongside

continued investment in new technologies

expectedtoreachthemarketin2026.

Our progress during 2025 provided the foundations

to scale the business further, while ensuring

the highest levels of operational readiness and

reliability that is essential for our customers.

Energy

In Energy Services, we successfully turned

around the Decommissioning business, moving

itfromamulti-yearloss-makingposition,into

profitability in 2025. We also expanded our

Decommissioning offering into offshore wind

(OFW),deliveringtheworld’sfirstmonopile

removalintheUSA.

Ourpresenceinkeygrowthregionsacross

Asia-PacificandSouthAmericastrengthened,

securingWellTestingcontractsinthePhilippines

andmulti-rigservicesinBrazilandSuriname.

We also expanded our company footprint into

Guyana and Japan, delivering commissioning

services for Japan’s largest offshore wind farm.

Innovation was a priority for 2025 with

products developed or enhanced, helping our

customers deliver safer, more sustainable and

emission-reducingsolutions.Thisincluded

next-generationelectricaircompressorsfor

theNorwegianmarket,expandingtheuse-case

andcapabilitiesofSEABASS,ourgame-changing

subsea well plugging and abandonment tool,

and further deployment and sea trials of our

CableGuardiansolutionforOFW.

TheGroup’ssimplificationcontinuedwith

thestagedclosureoftheSubseaMiddleEast

and Africa businesses, including the large

Mozambiquecontractwhichcompletedin

thefirstquarterof2025.The“asset-heavy”

requirements of this business no longer aligned

with our strategy and financial targets, and

we are in the process of novating contracts

and selling assets by the end of 2026.

WhiletheOFWaftermarketremainsinits

infancy, the scale of industry challenges

around cables and blades presents a compelling

opportunity for targeted investment in disruptive

technologies aimed at reducing customer

inefficiencies. Our focus is on turning the

Renewables product line into a profitable,

reliable and innovative offering that delivers

tangible value for customers and financial

returns to the Company.

Maritime Transport

MaritimeTransportdeliveredasolid

performance in 2025 despite softer spot

marketconditionsovertheprioryear,reflecting

the resilience of the Division and the progress

made in strengthening its commercial and

operational foundations.

Tankshipsmaintainedveryhighutilisation

levels, and we remain on schedule to deliver

fournewdual-fuelvesselsin2026and2027.

Theseinvestmentsarecentraltoour

sustainability ambitions and commitment

to decarbonising the fleet while improving

operational efficiency.

OurShip-to-ship(STS)transferbusiness

had a slow start in the first half of 2025,

beforeactivitypickeduppacelaterinthe

year, driven by South America where we

havebeenexpandingintonewmarkets,

includingUruguay.Ourfocusisonimproving

the business predictability and delivering

targeted country growth.

Our ports and terminals business, Cattedown

Wharves, performed strongly, securing a new

drybulkcontractwithaleadingUKcustomer.

We deepened our relationship with the

UKMinistryofDefencethroughaMemorandum

ofUnderstandingtosupportstrategicbase

operationswhenrequired.Thisimportant

agreement reinforces national resilience and

demonstratesthevalueofourOJFapproach

in supporting critical national infrastructure.

Disciplined capital allocation

We continued a disciplined approach to capital

expenditure with £33.0m targeted, in line with

our strategic growth plans.

TofurtherstrengthentheGroup’sliquidity,

anewbankwilljointheGroup’srevolving

credit facility thereby increasing our overall

debt facilities to £117.5m from £92.5m.

Thetermsofthefacilitiesarelargelyunchanged

from the agreement entered into in September

2024. Our target leverage range remains

1.0-1.5xnetdebttoEBITDA.

Chief Executive Officer’s statement continued

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Although the financial position of the

Group has stabilised, we are not yet able

to recommend a dividend. An ordinary dividend

would be reinstated at the appropriate time,

when we can provide shareholders with

a predictable annual return reflective of the

Group’s progress.

Building the foundations for scale

Over the past three years, our priorities have

providedtheframeworkfordeliveringthe

Group’s turnaround strategy. In 2025, we made

meaningful progress against these priorities,

aslong-termprogrammescontinueandcultural

change further embeds.

Exceptional Safety is our number one priority.

Despite deploying a comprehensive programme

across the enterprise which led to a material

improvementinMaritimeTransport,overall

safety performance declined from specific

locationsandactivities.Targetedactions

are underway in these areas to ensure we

embed a consistent safety culture, irrespective

of geography, location or circumstances.

On the commercial front, we launched a

new sales organisation supported by Product

Managers,actingasthevoiceofcustomers,

strengthening customer understanding and

fostering accountability. Next year, this will

be complemented by the rollout of Key Account

Managementandanexpandedinternational

coverage to deepen customer relationships.

Our priorities for 2026 support our expansion

intonewgeographicalmarkets,while

strengtheningkeycustomerrelationshipsand

differentiating on products and innovations

NPDtookcentrestageandbroughtnew

productstomarketacrossallDivisions,building

pace in innovation and customer focused

solutions. Our vitality index increased to 9.9%,

moving steadily towards our 15% target. We will

step-upthedigitisationofourofferingin2026.

We also established an integrated supply chain,

supported by stronger governance, closer

supplier relationships and process consistency,

delivering improved efficiency, quality and

£4.6mofsustainablesavingsin2025.Thiswill

be complemented by the deployment of quality

change management programmes next year.

As a service company, we are strengthening

the company’s talent bench, advancing

technical and leadership development, reward

frameworksandanewHRsystemtoensure

a vibrant and proactive people management

approach. Our engagement scores marginally

increased, with further progress expected as

our five year people strategy unfolds. Driven

by our colleagues, safety, talent and customer

excellence remain central priorities for 2026.

Investing for strategic growth

Wepursuegrowththroughtargetedsub-

segments across Defence and Energy, within

ourwiderstrategicmarkets.Together,theyhave

the potential to accelerate our revenue, driven

by the mega trends of global energy demand

growth, increased geopolitical tensions

and digitalisation. In Defence these include

SubmarineRescue,TacticalDivingVehicles,

military rebreathers and commercial diving,

while in Energy, these include noise attenuation

forOFW,welltesting,andtheOFWafter-market

(bladesandcables).Althoughsomeofthese

sub-segmentsareimmature,includingOFW,

our disruptive technologies aim to deliver

astep-changeinoperatingexpensereduction

for our customers.

WearebuildingaglobalPipelineofTalent

capable of delivering consistently high levels

of safety and service quality. Becoming a

commerciallyledorganisationcanunlock

growthfromwithinourexistingTier1

customers, while also methodically expanding

our client base across the most promising

internationalmarkets,supportedbya

strengthened global sales organisation.

As we scale into new geographies, our

processes and systems are improving pipeline

visibility and reinforcing commercial discipline.

Our culture of innovation and entrepreneurship

isinnateandkeytoourfuturegrowth.Bydriving

rigorous NPD, we have introduced greater

disciplinemakingusmoreresponsiveto

emerging customer needs and accelerating

marketadoption.Ourcorporateventurescapital

arm complements our internal efforts by

scouting for emerging technologies and

entrepreneurial partners who can enhance

our portfolio.

Our success will depend on our ability to

scale, maturing our core operating model

and deploying it to deliver agility and

consistencyasOJF.Ourmanufacturing

and supply chain will be central to delivering

operational excellence, with the foundations

we started this year and will require further

investmenttoreachthenextsizequantum.

Thefocus,disciplineandexecutionwe

demonstrated over the past three years

remainkeyingredientsofourfuturesuccess.

Markets update and outlook

TheDefencemarketremainssupportive,

with governments around the world signalling

increased defence spending, although the

timings of programmes remain uncertain.

Againstthisbackdrop,theDivisionisexpected

to deliver further momentum in 2026, supported

by recent contract wins and upcoming

procurement opportunities that the Division

is preparing to scale towards.

InEnergy,theoilandgasmarkethassoftened

due to crude oil oversupply, while geopolitical

tensions may impact upstream activity in certain

regions.NewOFWcapacityisexpectedtobe

installed around the world, while the proportion

of installed capacity coming out of warranty

over time presents an evolving opportunity.

MaritimeTransportenterstheyearwithnew

build vessels scheduled for delivery, positioning

us well to capitalise on the tightening supply of

vesselsinthemarketandstricterenvironmental

regulations.InSTS,weremainfocusedon

strengtheningFendercare’sdifferentiationand

seekpredictability,withafocusonselective

growth areas.

Lookingaheadto2026,weexpecttheyear

tobeinlinewithmarketexpectations.Weare

committedtomakingfurtherprogresstowards

our financial targets, while carefully balancing

investment required to support revenue growth.

Thanks

As I reflect on the year, I am encouraged by

the progress we have made and the stronger

positioninwhichweend2025.Thisprogress

has been achieved during a period of

significant change, to become a more

coherentservice-technologycompany,and

wasonlypossiblethankstothecommitment,

resilience and passion of our people.

Theyremainfocusedonservingour

customers,workcollaborativelyasOJF

andstayresponsiveinafast-paced

operatingenvironment.Theeffortsofour

colleagues are strengthening our financial

and operational performance and building

the foundations for sustainable growth.

We enter the year ahead with greater clarity,

stronger foundations and a pathway towards

growth. With the right focus, capability and

culture in place, I am confident in our

directionandinourabilitytocreatelong-

termvalueforallstakeholders.

Jean Vernet

Chief Executive Officer

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Why invest in James Fisher?

Aligned strategic markets

WearewellpositionedtocompeteinourcoremarketsofDefence,

Energy,andMaritimeTransport,wherethegeopoliticalenvironment

providesastrongbackdrop:

• Market-leadingpositionsinourkeyproductsandservicesacross

all three Divisions, aligned to our growth strategy

• Delivering against megatrends including geopolitics, energy

demand growth and security, decarbonisation, digitalisation

and localisation

• Capabilities tailored to future growth areas and spend, including

the energy transition and marine defence security threats

• DifferentiatedproductsandservicesacrossMaritimeTransport,

operatinginahighbarriertoentrymarket

provider of compressed air

solutions for bubble curtain

providers in North America

global provider of submarine

rescue and saturation diving

equipment

Deep expertise and capabilities

We remain the customer partner of choice in 23 locations, providing

safe,efficientoperationsincomplexandhazardousenvironments:

• Trustedpartnertoourcustomersinallofourmajoroperating

regions across the globe

• In Defence, we have expertise in diving technology, hyperbaric

rescue, submarine rescue, stealth mobility solutions and

mission-criticalsupport

• Specialist expertise across the construction, operations and

maintenance, and decommissioning lifecycles, helping navigate

the energy transition

• PerformingcomplexoperationsinMaritimeTransport,across

challenging marine environments

• Trustedpartnertoourcustomers,withdecadesofprojecthistory

and specialist capabilities

countries

2000+

employees

Investment case

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Providing innovative solutions

We provide innovative solutions to our customers’ complex

challengeswithcompetitiveness,safetyandquality:

• Productsandservicesalignedwithmarketmacrotrends

• Competitiveadvantagethroughfirst-to-marketsolutions

• Leading technology delivered with agility, partnerships

with industry, customers and academia

• Robust,blue-chiplong-termcustomerbase

• Nearly 180 years of adapting to a changing world

1 Percentage revenue from new or significantly refreshed products

introduced within the last five years.

15+ years

average customer

relationships

15%

vitality

(medium-

term target)

Improved operating performance

Our turnaround delivers a stronger, more sustainable business.

Strengthened foundations and a clear improvement path supports

our growth strategy.

• A stronger balance sheet and cash generation allows investment

in our strategic priorities

• Long-termcontractsandrelationships,withrecurringrevenues

andafirst-classcustomerbase

• Improvingbusinessperformance,self-helpandsupplychain

efficiencies drive sustainable growth

• Robust capital discipline investing in targeted growth

10%

underlying operating profit

medium-term target

15%

ROCE medium-term target

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our business model

Unlocking value through

our business model

Everything we do is in pursuit of solving our

customers’ challenges – across our Defence,

Energy and Maritime Transport Divisions

Defence

Supporting and protecting lives and assets under the oceans, in the most

sensitive and challenging environments

Energy

Driving offshore energy forward through responsible energy provision

and innovative renewable energy solutions

Maritime Transport

Delivering targeted coastal maritime shipping and global oil and natural gas

ship-to-shiptransfers

One

James

Fisher

People &

capabilities:

United culture

and talent to

deliver potential

Aligned

strategic

markets:

Regional hubs

to support global

expansion

Innovation & technology:

Customer innovation that drives

business growth

See Our Divisions on pages 24 to 29

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Fornearly180years,JamesFisherhas

been at the forefront of marine innovation.

Fromourfoundationsasashippingbusiness

in the 1800s, we are now delivering complex

marine solutions through our Defence,

EnergyandMaritimeTransportDivisions.

Together,thesecapabilitiesenablethe

delivery of critical marine and offshore

activity in demanding environments,

supporting safe, efficient and sustainable

operationsacrossglobalmarkets.

Our people are the driving force of our

business,applyingdeepknowledgeand

expertisethatearnthelong-termtrust

of our customers.

Market-leading technology and service solutions

Sustainability in action

We are investing in safer, more efficient and sustainable technology

thatwillsupportourcustomers’transitiontoalow-carbonfuture

James Fisher is a unique

services company, bringing

market-leading technology and

service solutions to solve our

customers’ complex challenges.

What makes us different

See pages

32 to 44

Big Bubble Curtain Tactical Diving Vehicle Dual-fuel Vessels

Electric Compressor Submarine Rescue Ship-to-ship Transfer

The value we create for our stakeholders

Our people

We attract, support and

develop our people, providing

safeworkingenvironments

and opportunities for growth.

Our communities

We support local economies

through employment,

training, supply chain

investment and community

engagement initiatives.

Our environment

We advance the Blue

Economy by decarbonising

operations and reducing

marine impacts

through technology.

Our customers

and suppliers

We collaborate with

customers and suppliers to

develop trusted partnerships

enabling safe, efficient and

sustainable outcomes.

Our shareholders

We deliver sustainable returns

by improving margins,

generating cash and focusing

capitalongrowthmarkets.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our strategy

Unlocking

growth through

our strategy

As we position for growth, we are

focused on strengthening operational

and financial performance and

creating sustainable value for

our stakeholders. The strategy is

executed through Focus, Simplify

and Deliver and anchored in our

One James Fisher ambition.

Strategic focus area 2023 and 2024 delivery

Regroup around our core purpose

as a marine services company

operating in the Blue Economy,

delivering unified Company

priorities.

• Aligned our Company purpose

and portfolio to the Blue Economy

• Embedded unified Company priorities

• Completed disposals and refinanced

revolving credit facility

Restructure around three market

verticals, with strong leadership

driving customer intimacy and

accountability for results.

• Implemented OJF model

with three Divisions

• Implemented new

Executive Committee

• Focused on business turnarounds

• Launched Customer Excellence

Culture of accountability

with Product Lines and

Functions enabling delivery,

improving our financial and

operational performance.

• Strengthened governance

and financial discipline

• Invested in growth and NPD

• Embedded Business Excellence

and launched Exceptional Safety

• Launched our five-year people

roadmap

Focus

Simplify

Deliver

See pages 18 to 19

for more on how we Focus

See page 20

for more on how we Simplify

See page 21

for more on how we Deliver

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

2025 focus 2025 highlights

• Embedding OJF culture and narrative

• Delivering pathway to financial targets

• Investing in new technologies and

product development

New mission, vision and Valued Behaviours

ROCE

increased from 6.1% in 2024 to 8.6% in 2025,

and UOP

margin increased from 5.1% in 2024 to 7.6%

in 2025

Six product developments progressed: five

launched, one due early 2026

• Defence recovery and growth

• Exiting low quality revenue businesses

• Focus on Commercial Excellence

Defence UOP

increased from £1.9m in 2024

to £5.5m in 2025

Staged closure of IRM Middle East and Africa

business

New sales organisation including key

account management framework

• Focus on governance

• Delivering self-help programmes

• Investment in talent and reward framework

Launched our refreshed Code of Conduct

and improved internal controls

Delivered £4.6m in supply chain savings

and efficiencies

Launched our Leadership Framework and delivered

senior leadership pilot to 36 leaders

1 APMsexcludingdisposalsandstagedclosuresaredetailedonpage59,pleasealsoseeNote5oftheconsolidatedfinancialstatements(pages140to148).

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Strategy in action

Focus

Over the past three years, our

Company-wide priorities have

provided a clear framework to

support our turnaround strategy

– to focus, simplify and deliver.

In 2025, we delivered against our Key

performance indicators (KPIs), with the

exception of safety, where further work

is required to fully embed a zero-harm culture

across all levels of the organisation. Safety

remains our number one priority and a critical

enabler of sustainable performance.

We continued to make progress across our

Customer Excellence and Pipeline of Talent

priorities. We strengthened our commercial

capability through the launch of a new global

sales organisation, supported by enhanced

processes, systems and training to deepen

customer relationships and position the

business for long-term geographic growth.

Through our five-year people strategy,

we launched our leadership development

programme, progressed our reward framework

and selected a new HR information system

that will provide the backbone to our data

and decision-making. While initial work is

well underway on both priorities, further

progress is needed before we can complete

our foundation work and remove them from

our Company priorities.

This year, we made solid progress to establish

our strong supply chain and embed NPD.

We established our central supply chain with

stronger governance, consistent processes

and supplier relationships – creating a more

resilient and efficient operation.

For NPD, we have embedded the stage-gate

process and we have seen the first product

launches across our Defence and Energy

divisions, establishing early momentum for

technology innovation and customer-focused

solutions. With strong foundations now in

place, these priorities are now being

embedded into the business.

Read more on page 19

Focus for 2026

The priorities for 2026 reflect our commitment

to delivering sustainable growth and

operational excellence. We have maintained

three Company priorities from 2025, while

introducing three further priorities for 2026

that will deliver further transformative change:

• Exceptional Safety and Pipeline of Talent –

remain key enablers for the business to grow

• Customer Excellence – continues with a

focus on completing our foundation work

• Outstanding Quality – a new focus priority

for 2026 will ensure we deliver the highest

standards and efficiencies for our customers

In 2026, we will also launch two pilots centred

on Global Growth and Digital Innovation. This

allows us to pursue our OJF country entry

strategy, while recognising that digital, AI and

automation are key to enhancing our customer

solutions and streamlining internal and

external ways of working.

Together, these priorities drive our direction,

decision-making and operational focus for the

year ahead.

Company priorities

Priority Objective

2025

Progress

2026

Priority

Exceptional Safety

Embed a culture of safety

and improve performance

Pipeline of Talent

Attract, develop and retain talent

who will realise our ambitions

Strong Supply

Chain

Strengthen our supply chain to drive

efficiency and business growth

Customer

Excellence

Place customers central to our

business success and growth

New Product

Development

Build a pipeline of products

and services to drive technology

innovation

Outstanding

Quality

Deliver consistent, high-quality

outcomes that enhance

reputation, earn customer trust

and drive growth

NEW

Global Growth

Expand across new and

existing markets to win new

business, offering our full

range of unique solutions

NEW

Digital Innovation

Use digital and data to work

smarter, drive innovation and

enable scalable growth

NEW

Increased focus required

NEW

New in 2025Progressing as planned

Integrated Priority for 2026

Key:

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

New Product Development

NPD was introduced as a Company priority for

2025, reflecting our commitment to innovation

as a key enabler of growth.

A standardised stage-gate approach was

implemented in 2024 to bring greater rigour

and consistency to how new products and

technologies are identified, assessed

and delivered.

In 2025, we began to see the benefits of

this approach. Our NPD portfolio comprised

over ten active projects across the Defence,

Energy and Maritime Transport Divisions,

with six product developments progressed:

five launched and Rapid Deploy Jumbo Fender

due early 2026.

Delivery of these programmes has been

supported by strengthened product assurance

and validation capabilities, including a strategic

partnership with ANSYS, a Company that

delivers multi-physics engineering simulation

software. The use of advanced simulation

earlier in the development cycle has improved

technical confidence before making real

prototypes, reduced development risk and

supported faster progression to market.

With the NPD framework now embedded and

early momentum established, new products are

progressing through the pipeline. In 2025, 9.9%

of Group revenue was generated from NPD,

supporting the ambition to increase this to 20%

by 2029 from products and services introduced

in the last five years, reinforcing the focus on

technology-led, customer-focused growth.

Developed six new products

• SEABASS – re-launch of our award-winning

decommissioning plug and abandonment

technology for subsea wells

• SEABASS-MLS – extending existing

SEABASS technology to enable the

decommissioning of mudline wells

• Digital Rig Survey – supporting the

digitalisation of rigs to deliver accurate,

interactive Digital Twins

• PyroSentry+® – a next-generation fire

detection and suppression system

designed for harsh offshore environments,

enabling safer segregation and storage

of hazardous materials

• Rapid Deploy Jumbo Fender – a flexible

port and terminal solution, capable of rapid

configuration and deployment without

specialist tools

• Stealth Multi Role® (SMR) – next-generation

military diving rebreather that delivers

improved mission flexibility and endurance

9.9%

Group revenue generated

from NPD in 2025

SEABASS-MLS

Rapid Deploy Jumbo Fender

PyroSentry+®

Stealth Multi Role®

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Strategy in action continued

Simplify

Placing customers at the

centre of our business

Customer Excellence was launched in 2025,

with a focus on aligning James Fisher’s growth

strategy to the emerging needs of its customers

and key markets. We are establishing a

commercial organisation with the right structure,

people, process and systems in place –

responsive to customer needs and challenges.

In 2025, we launched a new global sales

organisation, including a global key account

management framework who focus on

developing customer relationships in key

markets and geographies. We also appointed

Product Managers for our core Product Lines,

providing the deep market and customer

understanding needed to support our

customers – aligned with our NPD and

innovation investment.

The global implementation of Salesforce

provides a single, integrated view of our

customers and improved insight, collaboration

and decision-making. While our training and

competency framework is providing the skills

and support our sales team needs to perform

at the highest standards.

This programme of work is driving greater

collaboration, performance and responsiveness

– unlocking greater opportunities for the

Company. With work ongoing to complete

these foundations, this will remain a core priority

into 2026.

Defence driving growth

through strategic partnerships

During 2025, the Defence Division accelerated

its recovery by improving strategic focus

and strengthening industry partnerships that

expand global reach and access to priority

markets. Strategic agreements signed with

Saab, Singapore-based ST Engineering and

Larsen & Toubro marked an important step

in deepening collaboration with established

international partners across Europe and the

Indo-Pacific. These relationships enhance

alignment across Submarine Rescue, Military

diving and Tactical Diving Vehicle capabilities,

enabling the Division to respond more

effectively to evolving customer requirements

and support future growth opportunities.

Alongside partnership development, the

Division strengthened its position in the United

States through the establishment of a Special

Security Arrangement, enabling direct

engagement with the US military. This

supported the award of a combat rebreather

order under a five-year supply programme

and the successful completion of a Foreign

Comparative Testing programme validating the

Carrier Seal Tactical Diving Vehicle. Operational

delivery also remained strong, including the

upgrade of an advanced Submarine Rescue

system, reinforcing the Division’s reputation for

delivering complex, mission-critical capability.

Together, these actions demonstrate

measurable progress in building a more

focused, internationally connected and

commercially resilient Defence business.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Embedding a stronger

supply chain

Strengthening our supply chain is a core

enabler of operational performance and

sustainable growth. Our focus has been

on building the right foundations to improve

how the Group governs, manages and

engages with suppliers, creating a more

resilient, efficient and scalable supply chain.

During the year, a centralised supply chain

organisation was established to bring greater

consistency, control and co-ordination across

the Group. This has delivered clearer

accountability, improved visibility of spend

and stronger alignment between procurement,

operations and delivery teams as the business

positions for growth.

Standardised procurement processes were

introduced across the business, reducing

complexity and driving greater efficiency

in supply chain costs. This included the

introduction of cross-company tendering

under the One James Fisher approach,

allowing the Group to better leverage its

collective scale and purchasing power.

At the same time, the business moved

towards longer-term, more strategic supplier

relationships, establishing preferred suppliers

in key categories. This approach supports

improved reliability, quality and delivery

performance, while also enabling economies

of scale and access to a more competitive,

lower-cost supply chain.

Together, these actions have strengthened

supply chain resilience, improved cost

efficiency and enhanced the Group’s ability

to support customer delivery. Collectively,

these initiatives delivered £4.6 million in

savings and efficiencies during the year.

In 2026, the focus will be on embedding

these improvements further and realising

the full benefits of a stronger, more reliable

supply chain organisation.

Deliver

Developing leadership

capability for the future

James Fisher launched its Leadership

Expectations framework in 2025, providing

greater clarity on what effective leadership

looks like across the Group and supporting

leaders to perform with confidence

and consistency.

This initiative forms part of a wider, long-term

investment in people, alongside work on

organisational job architecture, skills mapping

and refreshed development pathways. Together,

these initiatives will attract, retain and develop

the talent needed to deliver the Group’s

future ambitions.

The framework was shaped by external best

practice and informed by insights from senior

leaders at the annual leadership conference,

as well as focus groups across countries

and leadership levels. It sets out the skills

and capabilities required of leaders today and

in the years ahead, building on and reinforcing

the Group’s Valued Behaviours.

To bring the framework to life, James Fisher

piloted “Getting Started with the Leadership

Development Programme” – an immersive

2½-day experience focused on building core

leadership capability and strengthening

connections across Divisions, Functions and

geographies. 36 leaders participated in the

pilot, providing a strong foundation for broader

rollout. A full rollout is planned for 2026,

reaching all people leaders and laying the

foundations for a cohesive, empowered

leadership community to support

performance and growth.

£4.6m

in savings and efficiencies

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our financial and non-financial progress

Key performance indicators

Financial KPIs

Operating profit/(loss)

£16.1m

Underlying operating profit

£28.6m

Return on operating capital employed

8.2%

Underlying operating margin

7.3%

Cash flow from operating activities

£66.9m

Leverage

1.3x

The decline in reported operating profit in 2025 is primarily due

to the absence of significant disposal gains recognised in 2024.

Operating profit in 2024 included £49.5m from the disposal

of RMSpumptools and Martek, together with a further £5.4m

from the disposal of assets from previously closed businesses.

Underlying operating profit declined by 3.1%. Excluding the impact

of divested businesses and staged closures (RMSpumptools,

Martek, and Inspection, Repair and Maintenance businesses in

the Middle East and Africa), adjusted underlying operating profit

increased by 56.3%.

The marginal decline in ROCE is driven the impact of businesses

that have been disposed or are undergoing staged closures.

ROCE, excluding the impact of business disposals and staged

closures improved from 6.1% to 8.6% driven by disciplined capital

allocation, operational efficiencies and successful turnaround

actions within certain underperforming businesses.

Underlying operating margins continued to improve, driven

by stronger execution, self-help initiatives and efficiency

gains across the supply chain. While progress remains positive,

the Group has the objective of achieving a minimum 10%

operating margin.

The Group generated £66.9m of cash from operating activities,

with a working capital inflow of £10.8m (2024: inflow of £4.2m).

Improved working capital and a lower cash tax charge

contributed to an improved cash position.

Covenant net debt was in line with the prior year at £61.0m.

While the overall level of investment in capital and development

expenditure remains broadly consistent with the prior year,

improved cash flow from operating activities has supported

lower leverage. Leverage was comfortably within our target

range of 1.0x to 1.5x.

1 UOP, underlying operating profit margin, ROCE and leverage are APMs that are reconciled and defined in Note 5 of the consolidated financial statements (see pages 140 to 148). KPIs adjusted for business disposals and the impact from staged closures have been

reconciled on page 59 of the financial review. Net debt on a covenant basis includes guarantees and collateral deposits amounting to £6.6m (2024: £4.9m).

2 The 2024 ROCE has been restated following a change in the underlying effective tax rate (see Note 5 of the consolidated financial statements – see pages 140 to 148).

2025 £16.1m

£73.1m

23 £(18.6)m

2025 8.2%

8.7%

23 6.6%

2025 £66.9m

£49.3m

23 £37.8m

2025 £28 .6 m

£29.5m

23 £ 29.6m

2025 7.3%

6.7%

23 6.0%

2025 1.3x

1.4x

23 2.8x

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Non-financial KPIs

Lost time incident frequency rate (LTIF)

1,2

1.08

Employee engagement score (grand mean)

3.97

Voluntary attrition

13.70%

Scope 1 and Scope 2 emissions

(tCO

8,978

Total recordable case frequency (TRCF)

1,2

2.77

Performance reflected uneven outcomes across the portfolio,

with improvement in Maritime Transport offset by challenges

within Defence. This setback has reinforced the need for

stronger risk management, leadership and assurance across

higher-risk activities.

The gradual improvement demonstrates the positive impact of

initiatives aligned with our five-year people strategy, strengthening

culture, leadership and development, with further progress

expected as these programmes continue to embed.

Attrition has continued to improve as clearer operating models

and stronger communication have enabled a more effective

cascade of expectations and strategic direction. This has better

aligned individual performance with business priorities,

strengthening employees’ sense of connection, accountability

and visibility of their contribution to organisational success.

The Group (excluding tankers) exceeded its SBTi-aligned targets,

delivering a 6% reduction year-on-year (target: 4.7%) and a 27%

reduction versus the 2021 baseline (target: 19.7%). Performance

was driven by lower Scope 1 emissions from reduced mobile

combustion, alongside a decrease in Scope 2 (location-based)

emissions over the period.

The result reflects differing levels of operational risk and

control maturity across the Group. Strengthening proactive

risk identification, earlier intervention and systematic learning

from events will be critical to sustaining improvements in

recordable injury performance.

1 Safety KPIs reported for 2024 in prior disclosures reflected target values rather than actual performance. Actual performance is presented in this report.

2 LTIF = Number of Lost Time Injuries x 1,000,000)/(Total hours worked).TRCF = (Fatality + Lost Time Injury + Restricted Work Day Case + Medical Treatment Case) x 1,000,000)/(Hours worked).

3 Prior year figures have been updated from previously reported values following a baseline recalculation. See details and full carbon footprint results on page 41.

25 1.08

1.00

23 0.54

2025 3.97

3.94

23 3.84

25 13.70%

14.06%

23 15.85%

2025 8,978

9,556

23 10,110

25 2.7 7

2.29

23 2.56

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Defence

Our Divisions

2025 saw further progress of the

turnaround and growth strategy for

the Defence Division, with an increase

in orders, execution and delivery

that provides a strong basis for

performance in 2026 – supported

by a strong market backdrop.

Market backdrop and strategy

Strategically, the establishment of our

Special Security Arrangement company

in the USA allows us to deliver directly to

the USA Department of War for the first time.

We achieved continued strong momentum

in the USA, securing a major order for military

rebreathers, executing a successful Foreign

Comparative Testing programme for our Carrier

Seal Tactical Diving vehicle, and delivering an

upgrade to the US submarine rescue system.

We have continued to build our relationships

with major global defence companies, including

signing strategic agreements with partners in

Europe and the Indo-Pacific regions. These

relationships were reflected in our order intake,

with new orders received across our Submarine

Rescue, Military Diving and Tactical Diving

Vehicle Product Lines. Revenue recognition

was weighted to the second half of 2025,

driven by the timing of contract awards.

The year closed with a growing order book,

underpinned by several strategic contract

wins across priority markets. The award of

the Ratownik submarine rescue and saturation

diving system for the Polish Navy will provide

strong momentum for 2026, as it was awarded

in December 2025.

Our investment in NPD continued, with the

next-generation Stealth Multi Role rebreather

launched this year as a cornerstone of our

military diving portfolio, from 2026. The NPD

process has provided valuable experience

for our team as we accelerate our

broader pipeline.

Our people and safety

This year saw a continued transformation

of the Defence Division, to strengthen our

operations, support international scale

and enhance margins.

We strengthened our team through key

leadership and management appointments

across global functions and strategically

important markets, ensuring the organisation is

structured to support greater international scale.

The year ended with a 4.82% growth in our

headcount, as we ramped up new wins and

prepared for further scale. This included 8.7%

growth in our Australia team, as we transitioned

into the new, larger Category Integrator service

for military diving and expanded our submarine

rescue team following a contract extension

secured in late 2024.

After having shown an improvement in 2024, our

safety performance in 2025 was disappointing

with two lost time injuries, one restricted

work case and five medical treatment cases.

The leadership team has put in place a focused

programme to drive a step-change in safety

performance in 2026.

Outlook

The acceleration of contract execution from

the second half of 2025, combined with secured

orders and further mature pipeline opportunities,

provides a robust basis for growth. Our focus

in 2026 is on driving continued pipeline and

order book growth, while stepping up

operational execution for further international

growth. This will be underpinned by the

continued development of our international

presence, NPD and focus on exceptional service

provision for our customers.

The growth outlook will support continued

improvement in our profitability. Gross

margins are improving, driven by NPD, pricing

discipline and direct cost management,

particularly from the transformation of our

supply chain management. Operating margin

improvement is being driven by operating

leverage as we scale, with continued cost

discipline and transformation allowing us

to control administrative costs.

Overall, the Defence Division is well positioned

within a strong market to deliver attractive

growth and enhanced returns for James Fisher,

with a focus on safe, high-quality delivery and

operational excellence for 2026.

Rob Hales

Head of Defence

Revenue

2025 £88.8m

£80.1m

23 £72.5m

Operating profit/(loss)

2025 £3.1m

£2.0m

23 £(23.7)m

Underlying operating profit

2025 £5.5m

£1.9m

23 £1.5m

Return on capital employed

2025 10.4%

3.5%

23 2.1%

* APMs are reconciled and defined in Note 5 of the

consolidated financial statements (see pages 140

to148).

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Case study

Delivering excellence at sea:

Exercise Pacific Reach

James Fisher participated in a major multinational

submarine rescue exercise hosted by the

Republic of Singapore Navy, bringing together

submarines, rescue systems and military assets

from 17 nations. Conducted over two weeks

in the waters off Singapore, the operation

represented one of the most complex and

significant exercises of its kind.

Operating both ashore and at sea, James Fisher

drew on long-standing relationships with the

Singaporean and Indian navies to navigate the

scale and technical demands of the exercise.

Specialist teams were deployed to Singapore,

including Submarine Rescue Vehicle crew

members. Maintenance teams were positioned

locally to support the Indian Navy ship, ensuring

responsive, in-country operational support.

Exercise Pacific Reach, held biennially

and hosted by a different nation each cycle,

welcomed around 600 participants. Two

of the three rescue systems used were

James Fisher assets, underscoring our

capability, credibility and trusted role in

the global defence community.

This project showcased the organisation’s

ability to operate under real conditions,

delivering reliable, high-quality outcomes

in some of the world’s most demanding

environments.

The teams received strong recognition

from participating navies, including special

commendation from the Indian Navy,

for their exceptional safety leadership,

transparent communication and rigorous

adherence to protocols. Throughout the

exercise, James Fisher delivered 100%

availability across all rescue systems,

maximising readiness and ensuring the

safe delivery of a fully coordinated

rescue scenario.

We were honoured to stand as the sole invited

industrial partner, with two of the three rescue

systems proudly ours. This highly successful

exercise was a powerful reminder of our mission

– to protect lives and national security at sea.”

James Richards,

Global Head of Submarine Rescue

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

2025 has been a year of progress

and focus for the Energy Division.

As I look back over the last twelve

months, what stands out most is

howwe’vecometogetherasateam

to sharpen our strategy, improve how

we operate, and deliver consistently for

our customers across Renewables and

Energy Services. Against a backdrop

of continued market uncertainty

and evolving industry dynamics our

discipline and quality of delivery has

started to deliver tangible results.

Market backdrop and strategy

The global energy landscape continues to be

shaped by decarbonisation, security of supply

and the need for efficient, reliable operations.

Our strategy is deliberately focused on leveraging

our capabilities across offshore wind and oil and

gas, adapting our teams and developing unique

technologies to meet the demands of each

project, contract and market opportunity.

In Renewables, we continue to deliver

specialist services within offshore wind, such

as blade inspection and repair, cable services

and noise attenuation. In Energy Services,

investment in offshore oil and gas, particularly

deepwater continues to create ongoing demand

for our high-specification well testing, subsea

services and Decommissioning. By aligning our

Energy

go-to-market approach across both portfolios,

we are providing customers with a clearer, more

joined-up proposition while making better use

of shared capabilities, people and assets.

To support this, we have invested in new digital

technologies and embedded them across our

teams to improve system efficiency and strengthen

collaboration through the introduction of new

Customerrelationshipmanagement(CRM)and

Enterpriseresourceplanning(ERP)platforms.

We are also expanding geographically. In Japan,

we delivered Commissioning services for the

country’s largest offshore wind farm,

strengthening our presence in the renewables

market. In Guyana, we have established a

new base in support of our high-specification

well testing services, while in Brazil, we have

matured our One James Fisher portfolio,

which includes both well testing and Inspection,

RepairandMaintenance(IRM)services,building

a foundation for long-term growth in key

offshore oil and gas markets.

Innovation

In 2025, we delivered our first offshore

wind decommissioning project, completing a

10-metre diameter monopile cutting campaign

in the USA, and achieved a record year for

blade inspection.

Alongside this, we advanced differentiated

technologies through our new NPD process.

PyroSentry® automates fire detection and

suppression for offshore flammable liquids.

SEABASS enables single-trip subsea well

plugging and abandonment, improving safety

and reliability. Cable Guardian shifts cable

maintenance from reactive to predictive,

protecting long-term asset integrity and reducing

costs. These technologies strengthen our ability

to deliver safer, more efficient and more reliable

operations across both portfolios, with exciting

NPD activities continuing into 2026.

Sustainability

Sustainability is being embedded in how

we help our customers to decarbonise their

operations. In Norway, we are supporting the

transition from diesel to electric technologies,

reducing emissions while also improving

reliability and performance. As a business, we

also completed our decarbonisation strategy,

which will inform our decision-making into

2026 and beyond.

Our people and safety

Our progress in 2025 has been driven by

our people. In a year of considerable change,

engagement scores have remained stable,

although I was disappointed to see our safety

performance decline. This will remain our

priority, with a key focus on operational safety

training and awareness.

We continued to invest in future capability, from

the senior leadership pilot programme, through

to graduates, apprentices and our James Fisher

Renewables Academy.

Finally, I’m pleased to see the progress made

in our Decommissioning business. By coming

together as a Division, strengthening commercial

rigour and accountability, and introducing a

ProjectManagementOffice(PMO)structure,

we have turned this part of the business

around. This experience is now shaping how

we approach other parts of the portfolio,

including Renewables.

Outlook

We exit 2025 as a more focused and disciplined

Energy Division, despite ongoing market

uncertainties. Our Focus, Simplify and Deliver

strategy has helped stabilise challenged areas

of the business but there is more work to be

done. In 2026, we will continue to invest in

technology, our people and our capabilities

to support our customers with dependable,

innovative and future-ready solutions.

Our Divisions continued

Neil Sims

Head of Energy

Revenue

2025 £158.6m

£207.5m

23 £266.5m

Operating profit

2025 £14.2m

£74.8m

23 £9.5m

Underlying operating profit

2025 £17.6m

£24.8m

23 £15.7m

Return on capital employed

2025 14.8%

17.6%

23 9.3%

* APMs are reconciled and defined in Note 5 of the

consolidated financial statements (see pages 140

to148).

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Case study

James Fisher delivers world-first

10-metre diameter monopile

decommissioning cut

James Fisher successfully completed a

world-first offshore wind operation, performing

an abrasive cut on a 10-metre-diameter

monopile, a scale never before attempted

in the sector.

The operation arose after an offshore wind

operator identified a flaw in a monopile

foundation following its installation. With no

existing method to safely remove such a large

structure, a rapid, reliable and environmentally

responsible solution was needed. James Fisher

responded by designing, building, testing,

and deploying a bespoke external abrasive

water jet cutting tool, capable of handling

the record-breaking ten-metre diameter

monopile in a single pass.

The cutting tool was deployed subsea, and

the monopile was successfully separated and

recovered to the vessel deck without incident.

By completing the operation in one pass,

the project minimised environmental impact,

reduced operational downtime, and

demonstrated significant cost efficiency,

avoiding the need for multiple interventions.

The success of the project also highlighted

the transferability of our decades of oil and

gas infrastructure expertise to offshore wind,

creating a foundation for future large-scale

decommissioning projects.

This world-first achievement demonstrates what is

possible when engineering expertise and innovation

are applied to the evolving needs of offshore wind.

By developing a new tool and approach, we’ve shown

that large-scale decommissioning can be done safely,

efficiently and with the environment front of mind.”

Mark Stephen,

Product Line Director, James Fisher

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Maritime

Transport

Our Divisions continued

In 2025, our priority was building

long-term resilience alongside reliable

operational performance. Leveraging

recent integration and innovation,

disciplined execution enabled safe,

consistent and high-quality delivery.

I am particularly pleased that we advanced

fleet replacement programmes, expanded our

geographic footprint and strengthened strategic

partnerships across the commercial and energy

markets, and with the UK Ministry of Defence.

Market strategy and backdrop

Our Division operates in specialist maritime

transport and services, where James Fisher

holds established positions across coastal

shipping, STS transfer operations and port

services. Demand is increasingly shaped by

regulatory requirements, the energy transition

and the need for safe, reliable and technically

complex operations. While market conditions

remain mixed in some areas, demand for

our expertise in complex maritime activities

continues to support performance. Our

strategy focuses on leveraging our operational

heritage, strong customer relationships and

integrated service offering, while selectively

expanding geographically.

In 2025, we entered Uruguay to underpin

expansion plans for STS transfer and fendering

and to strengthen our footprint in South America.

We also reinforced our position in the Caribbean

coastal shipping market through the acquisition

of two additional vessels.

Cattedown Wharves had a solid year, while

Tankships also performed well, with improved

rates and strong fleet utilisation supporting

reliable delivery across the year. Fendercare

faced a tough market, due to lower liquefied

naturalgas(LNG)activity,butfinishedstrongly,

supported by growing demand in Brazil.

In September 2025, we signed a Memorandum

of Understanding with the UK Ministry of

Defence, allowing James Fisher to provide

vessels and specialist crews to support Strategic

Base operations when required. The agreement

is strategically important, strengthening national

resilience and reinforcing our role in delivering

critical maritime capability.

Innovation

Innovation during the year focused on

embedding NPD aligned with customers’

future needs. We progressed the development

of new products across the Division, including

the Rapid Deploy Jumbo Fender which will

be launched in early 2026.

We also continued to pioneer specialist STS

transfer capability, building on the world’s first

ammonia STS transfer, delivered in 2024, with

a second successful operation in 2025.

Sustainability

Fleet renewal and asset efficiency remain central

to our sustainability approach. We have four

new vessels scheduled for delivery across

2026 and 2027, which will enhance operational

reliability and efficiency, complying with

evolving environmental standards.

Our ongoing work in alternative fuels and

STS innovation and supports the transition

towards lower-carbon marine operations,

complemented by operational initiatives such

as hull cleaning and performance optimisation.

Our people

In 2025, we maintained a strong focus on safety,

leadership, capability development and operational

discipline across vessel crews and shore-based

teams. This contributed to a marked improvement

in safety performance, with total recordable

case frequency reducing to 2.16, compared

with 4.45 in 2024. I am proud of our 2025

safety achievements and we remain focused

on maintaining this to 2026 and beyond.

During 2025, we increased our trainee

cadetship numbers to support newbuild activity,

recruiting additional officers and engineers into

the business. Recruitment for 2026 continues,

as we maintain a strong future talent pipeline.

Outlook

As we look ahead, the Maritime Transport

Division remains focused on continuing fleet

renewal, embedding innovation, strengthening

strategic partnerships and expanding our STS

transfer capabilities. Securing a long-term

contract with the UK Ministry of Defence

provides a strong platform for

future collaboration.

With improving safety outcomes, a modernising

fleet and expanding international presence, the

Division is well positioned to support customers

with dependable, high-quality maritime services

in 2026.

Krystyna Tsochlas

Head of Maritime

Transport

Revenue

2025 £147.0m

£150.1m

23 £157.2m

Operating profit

2025 £16.3m

£17.2m

23 £21.7m

Underlying operating profit

2025 £20.8m

£15.1m

23 £23.3m

Return on capital employed

2025 36.4%

22.4%

23 30.3%

* APMs are reconciled and defined in Note 5 of the

consolidated financial statements see pages 140

to148).

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Case study

James Fisher strengthens

global ship-to-ship transfer

network opening strategic

South America hub

In 2025, James Fisher strengthened its global

STS transfer network with the opening of a

new operational base in La Paloma, Uruguay.

South America is a key growth region for the

business, and this dedicated hub enables faster

mobilisation, increased regional support and

greater resilience across the continent’s critical

energy trade routes. The base also positions

James Fisher to respond more effectively to

evolving market demand for technically complex

and high-risk maritime operations.

The La Paloma base was inaugurated with its

first offshore STS operation, safely transferring

one million barrels of crude oil between two

tankers. The operation deployed James Fisher’s

specialist fenders, hoses, and STS equipment,

supported by the experienced transfer team

aboard the support vessel WP Halle. Delivered

in partnership with MEINA Offshore Services,

the transfer demonstrated the Division’s

technical expertise, operational readiness,

and ability to manage complex offshore

operations safely and efficiently in challenging

marine environments.

Beyond this inaugural operation, the

La Paloma base establishes a strategic

foothold in South America, supporting clients

across the region with consistent operational

excellence. By strengthening its presence

in the continent, James Fisher enhances the

safe and reliable movement of critical energy

resources, contributing to the resilience

of global supply chains and supporting the

transition to a cleaner energy trade. The base

also forms a platform for future growth,

enabling the Division to expand its STS

capabilities and reinforce its position as a

trusted partner in high-specification maritime

services worldwide.

Opening our base in Uruguay demonstrates our strategic

commitment to the region and strengthens our role in

connecting global supply chains, supporting the future

of a cleaner energy trade. Achieving our first ship-to-ship

operation showcases our ability to deliver safe, efficient

and sustainable operations for our global energy clients.”

Krystyna Tsochlas,

Head of Maritime Transport

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Sustainability

Our approach to sustainability

We strive to be a responsible marine

solutions provider, operating with

safety as a priority and ethically

guided by our purpose. Committed

to the Blue Economy, we support

economic activity above, below and

beyond the oceans while striving

to protect the people, communities

and marine environments that

depend on them.

In 2025, we strengthened the foundations

of sustainability across the Group, reinforcing

governance and embedding clearer

processes to improve decision-making

including in our NPD process. Sustainability

is being integrated systematically within

each Division and aligned with key risks and

opportunities, working with stakeholders to

support long-term value creation.

Our ambition is to embed sustainability

as a key differentiator across the Group

that supports responsible operations

and long-term value for our people,

customers and communities.”

Kay Marshall,

Head of Sustainability, Marketing & Communications

Sustainability

vision

Reducing our

environmental impact

and creating a positive

impact on our employees

and partners.

Sustainability

in action

Delivered through our

People, Partnerships and

Planet programmes

Our

Purpose

Harnessing the blue

economy for future

generations

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Sustainability in action

People

See pages 32 to 34

Health, safety and wellbeing

Foster a resilient workforce and ensure that everyone who works

for us returns home safely. Our approach extends to mental health

and emotional wellbeing, recognising that this is intrinsically linked

to physical safety.

Training and development

Build the skills and capabilities we need to support employee

growth and the long-term success of the business. Our employees

are empowered, equipped and prepared to meet evolving business

and industry challenges.

Diversity, equity and inclusion (DE&I)

Build an inclusive environment that values diversity of thought,

background and culture, strengthening our ability to attract and

retain talented people.

Partnerships

See pages 35 to 37

Customers and suppliers

Collaborate to address shared sustainability challenges,

enhance long-term value creation and reinforce our position

as a trusted partner.

Communities

Build strong local partnerships that create long-term positive impact

in the communities where we operate and help maintain our social

licence to operate.

Regulators and industry bodies

Support proactive engagement to stay ahead of regulatory

developments, progressively positioning James Fisher to contribute

to policy development and champion sustainability leadership.

Planet

See pages 38 to 43

Carbon footprint

Deliver our commitment to Net Zero by 2050, with robust

decarbonisation pathways.

Circularity

Future-proof our products and services through sustainable design,

operational efficiency and waste management.

Ocean stewardship

Focus on how we can protect marine ecosystems, while responding

to the increasing regulatory emphasis on biodiversity.

Read more about our sustainability governance on page 44

Communities

Regulators and

industry bodies

Customers

and suppliers

Circularity

Training and

development

Carbon

footprint

Health, safety

and wellbeing

Ocean

stewardship

DE&I

Sustainability

vision

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our engagement survey

Our annual Employee Engagement

survey provides measures the commitment and

connection of our people to the Company’s ambition and strategic direction. The results,

compared with 2024, highlight areas of strength and identify further actions required to

enhance engagement and create a better place to work.

1 Data from Annual Gallup survey.

3.97/5

Employee engagement score increased

marginally from 3.94 in 2024

83%

of employees responded, an increase

from 77% in 2024

45%

of employees feel engaged, an increase

from 43% in 2024

Key strengths: commitment to safety,

quality and DE&I

Key improvements: sustainability,

performance management, and

Company direction and leadership

Key opportunities: reward and

recognition, career development,

IT and systems

Sustainability in action

People

Our People programmes

Foster an inclusive, engaging workplace to

build a strong employer brand that attracts

and empowers top talent.

• Health, safety and wellbeing

• Training and development

• DE&I

Our Valued Behaviours

Act with integrity

Do the right thing. Respect and

trust each other to deliver on our

commitments, safely and sustainably.

Pursue excellence

Deliver to the highest standards.

Think and act with purpose, turning

our passion and energy into

exceptional results.

Think creatively

Be curious and innovative. Harness

our pioneering spirit to solve complex

challenges of today and tomorrow.

Embrace teamwork

Support and inspire each other.

Collaborate to unlock our collective

potential as one team and in

partnership with our stakeholders.

Our people are fundamental in

delivering the full potential of James

Fisher. Their expertise and commitment

enable us to operate effectively in

complex environments and be a trusted

partner to our customers worldwide.

Exceptional Safety remains our number one

priority. We continue to embed a consistent

safety-first culture across all operations through

strong leadership, processes, tools and training.

We uphold rigorous process safety standards

to manage high-hazard risks, protecting our

people and operational continuity.

Through our five-year people strategy, we

are developing a common reward framework

and strengthening our approach to talent

development. In 2025, we launched our

refreshed vision, mission and purpose,

underpinned by our Valued Behaviours,

which provide clear direction for our people

and broader stakeholders to deliver the full

potential of James Fisher.

We aim to strengthen the employee experience

as we pursue our ambition to become a leading

employer of choice. As we develop our DE&I

ambitions, we are creating an inclusive,

engaging workplace where people feel valued

and supported, and are building a framework

to promote positive mental health and

wellbeing further.

For more on our purpose, vision and mission,

see page 2

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Health and safety

Everyone at James Fisher plays a crucial role

in upholding the highest standards across our

businesses. We recognise that there is still more

to be done in driving safety across all levels of the

organisation, particularly in the Defence Division,

which will lead to further improved safety results.

2025 highlights

• Global implementation of the Intellex

HSE system, providing real-time access

to HSE data across the Group and improving

incident response times and safety

performance analysis.

• Implemented our global safety leadership

training programme, equipping leaders to

foster our safety culture

• Introduced a monthly Group-wide Safety

Forum for senior leaders to review safety

performance and identify improvement

opportunities

• Ran targeted safety campaigns, reinforcing

critical messages to ensure that everyone

returns home safely each day

• Introduced new House Rules card for

operational and non-operational employees

as a quick-reference safety tool, highlighting

key safety principles

• Embedded further Stop Work Authority

across the business, reinforcing its critical

importance by empowering employees

and contractors to immediately intervene

wherever they identify risks

Wellbeing

We are working on the foundations that

support mental health and wellbeing across

our organisation, fostering a workplace that is

supportive and inclusive. Our wellbeing policies

promote a work environment underpinned by

flexible working arrangements that enable our

employees to maintain their work–life balance.

All our employees and their immediate families

have access to a global Employee Assistance

Programme, which provides confidential mental,

emotional and practical support, and this will

remain a key focus as we expand our approach.

2025 highlights

• Achieved 80+ Mental Health First Aid (MHFA)

and 40+ Suicide First Aid (SFA )trained

UK-based colleagues, supported by targeted

internal communications and close

collaboration with HR and our MHFA network

to drive engagement and uptake.

Training and development

Our customers choose us because our people

make a difference. It’s essential that we attract,

develop and retain the right talent that will

help us to meet evolving customer demands

and solve complex challenges. We’re investing

in leadership and talent development to equip

our people with the right skills, improve

performance and build the capabilities

we need for the future.

2025 highlights

• Developed the James Fisher Leadership

Expectations framework, defining what

great leadership looks like and how it

drives organisational success

• Extended our succession and talent

management planning to include a mid-year

review, improving how we track and progress

talent, drive employee engagement and

clarify each employee’s contribution to our

success

• Concluded our global job architecture

project, establishing a consistent framework

to guide reward decisions, and provide

employees with clarity on their role and

career pathways.

• Skills development: developed functional

skills frameworks across Health, Safety

and Environment (HSE), Supply Chain,

Engineering, Project Management and

HR to underpin career development, support

workforce planning and provide a foundation

for embedding skills data into HR systems

Gender diversity data 2025

Men Women

Board of Directors

4 50% 4 50%

Senior managers

61 64% 34 36%

UK employees 656 69% 293 31%

Global employees3 1,547 76% 477 24%

1 The Chief Executive Officer and Chief Financial Officer are members of both the Board and Executive Committee and are

counted once in the Board category.

2 “ Senior managers” is defined in section 414C (9) and 414C (10)(b) of the Companies Act 2006 and, accordingly, the disclosure

comprises the Executive Committee members and the Directors of all the subsidiaries of the Company.

3 Numbers are based on headcount and include contractors and part-time employees.

Diversity, equity and inclusion

We believe that a diverse and inclusive

workforce will enhance our employee experience

and is a key enabler of our global business

strategy. In particular, we recognise that diversity

of thought, experience and culture will help us

to drive innovation and help us adapt in times

of change. To address this, in 2026, we will be

developing our DE&I strategy to define clear

focus areas and establish measurable goals.

In 2025, we maintained gender parity at

Board level. We have refined our data for senior

managers, and this year, report that women

make up 36% of this group. The introduction

of a new data platform has, for the first time,

enabled us to report on gender representation

across our global workforce, revealing that

women account for 24% of employees

worldwide. In the UK, women represented

31% of our workforce, broadly stable year

on year (2024: 32%). While partly reflecting

our sectors, these figures highlight the need

to further improve our gender diversity.

Additionally, our median hourly gender pay

gap has improved, at 29% in 2025 against

32% last year and we continue to work towards

equitable compensation initiatives through our

People strategy.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Case study

Creating a great place to work

James Fisher’s success has been built on

the foundations of its people, innovation and

pride. As we position ourselves for growth,

it’s important that we continue to build a great

place to work where employees are engaged

and can deliver their best work.

We know from our annual Your Voice

survey that, amid all the transformations

at James Fisher, our employees care about

understanding our ongoing journey. They

have also told us that they want further

opportunities to learn and grow, and more

frequent performance conversations.

To enable career progression and strengthen

motivation, we provide training and

development programmes for all employees.

In 2025, we launched an enhanced learning

platform to expand access to high-quality

learning opportunities. We also implemented

a more effective performance management

approach, supported by targeted workshops

for managers to ensure consistent application.

In parallel, we continue to support our people

leaders through dedicated trainings, including

leadership programmes, and practical tools and

resources for high-performing, engaged teams.

We are uniting our employees behind our

new mission, vision and purpose through our

internal 2025 campaign, ‘Our Story, Our Future’,

while our new Valued Behaviours, co-created

in partnership with our employees, are helping

to shape our culture. Our mid-year 2025

Pulse survey confirmed this campaign was

successful in raising employee perceptions

and understanding, as well as connecting

our work with their everyday roles.

To help our employees stay informed, aligned

and connected, we engage in different ways

– including global webinars, divisional

townhalls, business “BiteSize Briefings” and

leadership engagement events. Our annual

Your Voice Employee Engagement survey also

provides employees with an opportunity to

share their perspectives and helps us to

understand what’s working well or where we

could improve. Our new Big Ideas Portal also

empowers and encourages employees globally

to share their ideas.

2026 plans

• Enhanced focus on proactive

safety initiatives and metrics

• Rolling out our Leadership Expectations

framework and piloting the senior leadership

training programme to continue investment

in succession and talent development

• Expanding functional skills frameworks

and reviewing supporting HR technology

to enhance career development and

workforce planning

• Planning to support the rollout of our new

HRIS to improve data, planning, process

execution and transparency for leaders

and employees

• Updating our global onboarding

programme, providing people-leaders with

practical toolkits to ensure a consistent

and positive experience for new starters

• Setting clear, measurable DE&I targets

Sustainability in action continued

Case study

Celebrating International

Women’s Day

For International Women’s Day in March,

we celebrated inspiring stories of women

employed across James Fisher. From

career journeys and leadership insights,

to apprenticeships and breaking barriers

in science, technology, engineering and

mathematics (STEM), the week highlighted

the incredible contributions of our women.

During the past 12 months, the number

of mid- and senior- level women at James

Fisher have increased. Initiatives such as

these help ensure we inspire individuals

of all genders to develop their careers

with James Fisher.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our Partnerships

programmes

Build strong local and strategic

partnerships that enhance relationships

with key stakeholders and drive positive,

lasting impact.

• Customers and suppliers

• Communities

• Regulators and industry bodies

Partnerships are key in delivering

the full potential of our sustainability

strategy, strengthening resilience

across our value chain, and delivering

positive outcomes for our business, as

well as society and the wider economy.

In 2025, we undertook a review of our

Partnerships programmes of work, reflecting

the evolving needs of the business and its

stakeholders. Customer and supplier

engagement remain central, deepening

partnerships as key strategic enablers

for growth.

We’ve also placed greater emphasis on working

with our communities, to create positive impact

in the areas where we operate. This aligns with

the Fisher family’s philanthropic roots in the

UK, expanding this approach to reflect our

international presence. Finally, we have also

separated out Regulators and Industry Bodies,

as we aim to expand our influence on policy

development and industry best practice.

Partnerships

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Supplier engagement

A robust supply chain is critical to our business

delivery and long-term success. As our

procurement function continues to mature, we

are gaining deeper strategic insights that will

strengthen engagement with suppliers. Through

this engagement, we will aim to collaborate and

identify opportunities to enhance sustainability

performance. In parallel, we are embedding

sustainability criteria into our tender processes

to strengthen risk management and promote

responsible practices across our value chain.

2025 highlights

• Consolidated and categorised our supplier

database, helping us to prioritise suppliers to

enable a deeper understanding of strategic

suppliers’ sustainability credentials

• Embedded sustainability criteria into selected

strategic supplier tenders, strengthening

responsible procurement and reinforcing

environment, social and governance

(ESG) considerations for suppliers

• Adopted an ESG rating platform to

monitor supplier performance, strengthen

accountability and support a resilient

supply chain

Introducing sustainability criteria

into strategic supplier selection

We are focused on responsible procurement

and are standardising sustainability criteria

in tenders for our strategic suppliers. In 2025,

we targeted personal protective equipment

(PPE) and workwear sourcing: looking more

closely at what materials they’re made from,

how we use them, and how we dispose of

them; we are now selecting suppliers that

share our sustainable approach. Next, we will

be looking at sustainability criteria for global

logistics suppliers. Our approach will improve

transparency, build out our Scope 3 emissions

reporting, and reinforces ethical supply chains.

Sustainability in action continued

Case study

Innovating for customers

Through our NPD, we are investing in

technology to help provide customers

with a competitive advantage in targeted

growth markets. During the year, the Group

undertook early-stage engagement in

relation to a targeted venture capital

opportunity in Ocean Aero, which was

successfully completed shortly after the

year end.

Ocean Aero designs, manufactures and

operates the world’s first and only Autonomous

Underwater and Surface Vehicle, the Triton.

Operating both above and below the surface,

the Triton collects and transmits data from

any location without the need for onboard

or nearby crews. The technology complements

James Fisher’s established marine monitoring,

subsea intervention and defence capabilities,

strengthening the Group’s ability to deliver

innovative, data-led solutions to customers

across the Defence, Energy and Maritime

Transport markets.

The partnership also provides James Fisher

with early access to next-generation

autonomous technologies while supporting

Ocean Aero’s international expansion

through our global customer network

and operational expertise.

Customer engagement

Customer engagement is central to our strategy

and, through our Commercial Excellence

programme, we are building stronger market

insights and deeper customer relationships

to inform our decision-making in the different

markets and countries where we operate.

This engagement provides us with insight into

the products and services our customers need

to make their operations safer, more efficient

and lower in emissions – while we transition

to a low-carbon future.

2025 highlights

• Launched our new global sales organisation,

creating a more coordinated and customer-

centric approach across Divisions

• Formed a new Global Key Accounts Manager

framework to serve our international customers

• Embedded and trained Product Managers

within key Product Lines, providing deep

expertise and knowledge to drive our new

product innovation and investment programmes

• Implemented a group-wide CRM system,

improving insights and decision-making

• Held global sales conferences, providing

alignment between our Product Lines

and countries

• Launched new technology events to showcase

our capability to customers in targeted markets

Regulators and industry bodies

We continue to adapt to a fast-changing

landscape, recognising the importance of

not just responding to developments, but

anticipating them and maintaining strategic

visibility of what’s ahead.

For example, we engage with industry bodies

such as OEUK, which represents the offshore

energy sector in the UK and provides insights

on oil and gas strategy and operational best

practices and Decom UK, which focuses on the

safe and efficient decommissioning of offshore

assets. Both organisations give us access to UK

government and industry strategies and forums,

helping us to stay informed and contribute to

sector-wide discussions.

As well as scaling-up existing initiatives, our

future focus is to identify key regulators and

industry bodies and develop a Group-wide

strategy that leverages our reputation and

technical expertise. This will strengthen

engagement, allowing us to understand and

inform regulatory and market changes in areas

where we have subject matter expertise.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Communities

The James Fisher Group has strong

philanthropic roots. The founding Fisher Family

was actively involved in the local community

of Barrow-in-Furness, in the UK, where the

Company was established.

We’re proud of our heritage and, as we’ve grown

into a global organisation, we remain committed

to contributing to the communities where we

operate, supporting causes that reflect our

corporate values and strategic priorities.

In 2025, we approved our new community giving

policy which aligns with our sustainability

strategy, including a set number of employee

volunteering days each year. We are initially

launching this initiative in Barrow-in-Furness,

which already supports a number of local

charitable organisations and causes. A phased

global rollout is planned from next year, building

on the lessons learned locally.

By connecting our people and resources with

charitable and educational partners, we can

help address local skills gaps, support future

talent and create meaningful social value. This

strengthens the communities where we operate

and supports the long-term sustainability of

our business.

We also see opportunities to expand our

engagement in STEM education and strengthen

collaboration with academia, drawing on our

engineering expertise to inspire the next

generation of innovators.

2026 plans

• Establish a minimum sustainability

standard for suppliers, setting clear

expectations across ethical,

environmental and social practices

• Develop a structured supplier

engagement plan to support standard

implementation, promote collaboration

and drive continuous improvement in

our supply chain

• Strengthen customer relationships

through our Commercial Excellence

programme, including events, technology

showcases and global account network

• Launch a Group-wide community giving

framework to strengthen co-ordination,

build on existing initiatives and maximise

social impact

Case study

Supporting Brazilian communities

Exceptional Safety is our number one

priority and in 2025, our teams in Brazil took

part in the Internal Week for the Prevention

of Occupational Accidents, combining safety

and community.

During the week, employees attended

lectures on hand safety, mental health and

emergency preparedness. These sessions

raised awareness and encouraged proactive

steps to strengthen safe working practices.

Alongside these activities, our teams

supported the local community through

a donation drive. They collected nearly two

tonnes of non-perishable items – including

food, hygiene and cleaning products.

The donations were distributed to two

institutions in Macaé (RJ): the Association of

Parents and Friends of People with Disabilities

(APAE) and Escola Sentrinho (Therapeutic

Educational Association/Macaé Society

for Education and Therapy).

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Sustainability in action continued

Our Planet programmes

Minimise environmental impact by reducing

carbon emissions, promoting circular

practices, and preserving marine ecosystems

• Carbon footprint

• Circularity

• Ocean stewardship

Planet

Sustainability in action continued

Environmental targets

CII

Achieve full compliance

with IMO Carbon Intensity

Index (CII) reporting

requirements for all

applicable vessels

42%

reduction of Group Scope

1 and 2 GHG emissions,

applicable to all James

Fisher entities excluding

Maritime Transport’s

Tanker fleet, by 2030

against a 2021 base year

Net Zero

> 90% reduction target

by 2050

Planet remains an important focus

for James Fisher, reflecting the macro

environment in which we operate.

During 2025, we continued

to strengthen our environmental

governance, supported by internal

audit and control reviews of our

carbon footprint reporting processes.

We have worked closely with the Energy Division

to improve our understanding of greenhouse

gas (GHG) emissions and developed an initial

decarbonisation pathway, identifying key

emissions hotspots and priority areas to be

progressed from 2026. Alongside this, we are

advancing our transition to renewable electricity

contracts, and continue to align our Scope 1 and

2 targets with the Science Based Targets initiative

(SBTi), while reviewing sector-specific targets

for our Maritime Transport shipping activities.

Beyond carbon, 2025 marked an important

step in broadening our environmental focus.

We have laid the foundations for our circularity

ambitions by embedding sustainability

criteria into our NPD process and expanding

life cycle assessments to include more

products, strengthening our understanding

of environmental impacts and supporting

lower-carbon outcomes for our customers.

Our new Ocean stewardship programme, to be

progressed in 2026, reflects both the increasing

regulatory focus on marine biodiversity and

our commitment, as a marine company, to

responsibly harnessing the Blue Economy

for future generations.

Together, these actions mark a year of

consolidation and capability building, positioning

us to deliver more measurable progress on

decarbonisation, circularity and the Blue

Economy, and strengthening James Fisher’s

long-term resilience and competitiveness.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Carbon footprint

We are committed to achieving Net Zero by

2050 by reducing GHG emissions across our

operations and value chains, to help progress

towards a lower-carbon future.

2025 highlights

• Continued to strengthen our decarbonisation

strategy by tailoring our targets and

developing an initial decarbonisation plan for

our Energy Division

• Accelerated our transition to renewable

electricity with new UK contracts

See page 43

• Worked with the procurement team

to refine our spend-data analysis

and strengthen the accuracy of our

Scope 3 emissions calculations.

• Refreshed climate risk and opportunity

assessment

See pages 48 to 52

• Embedded environmental criteria into

key processes including Group tenders

and NPD

Circularity

As regulation and customer expectations

accelerate the shift to circular solutions, we are

strengthening our products and services through

sustainable design and material selection,

improved operational efficiency and reduced

resource use and waste. This creates long-term

value for James Fisher while supporting our

customers in meeting their sustainability goals.

To drive responsible capital allocation and

ensure our investment decisions align with

the transition to a low-carbon economy, we

aim to implement Internal Carbon Pricing (ICP).

This tool will help us strengthen our risk

management by anticipating potential regulatory

changes, such as emerging carbon taxes.

We will continue to expand the application

of lifecycle assessments across our strategic

product portfolio to support the finance team

in calculating and integrating ICP.

2025 highlights

• Collaborated with the Engineering and Design

team to embed sustainability criteria into how

we develop products, such as using safer and

low-carbon materials and using tools that

quantify and minimise energy consumption.

NPD projects will have to demonstrate how

they have integrated sustainability, and

provide sustainability credentials

Case study

Supporting customer

decarbonisation

In 2025, we deployed our electric compressor

as part of a drilling campaign in Norway.

The project demonstrated the scalability and

operational value of zero-emission, space-

efficient electric solutions in offshore drilling.

It reinforces James Fisher’s role in supporting

operators’ decarbonisation ambitions, while

improving safety, efficiency and operational

precision offshore.

Spanning six months, the campaign achieved

more than 45,000 metres of drilled length,

including the longest sidetrack in this

development – setting a new operational

benchmark for the field. Across this period,

the compressors accumulated 4,408 running

hours, demonstrating exceptional reliability

in a demanding offshore environment.

To meet the rig’s space and performance

requirements, we installed ST25 EL electric

compressors, which we integrated with the

onboard control system to enable remote

monitoring and operational management

throughout the campaign.

The electric compressors delivered

operational and sustainable advantages:

• Stacked installation freed up valuable

deck space

• Reliability was markedly improved,

with the electric units achieving service

intervals of 3,000 hours – ten times longer

than equivalent diesel equipment –

reducing planned maintenance and

maximising uptime

• The compressors enabled safe, efficient

drill cuttings bulk transfer, contributing to

the campaign’s performance and reduced

non-productive time

• The shift from diesel to electric delivery

also resulted in combined cost savings

through lower fuel use, reduced

maintenance and avoided carbon tax

2026 plans

• Strengthen carbon footprint reporting

across all scopes, continuing to improve

data quality, coverage and assurance, and

introducing quarterly performance analysis

• Develop a decarbonisation pathway

for the Maritime Transport Division

• Expand lifecycle assessments to improve

our understanding of product environmental

impacts and inform design, procurement

and customer decisions

• Demonstrate the value of integrating

sustainability into key business processes

to support decision-making, risk

management and long-term value creation

• Undertake a TNFD gap analysis to

assess nature-related dependencies,

impacts, risks and opportunities, and

to inform future disclosures and

governance arrangements

• Completed a full lifecycle assessment

of our electric compressors, enhancing

our understanding of in-use emissions

and supporting lower-carbon outcomes

for customers. The assessment provided

a comprehensive view of environmental

footprints, identified key emission sources,

and highlighted opportunities to reduce

overall environmental impact

Ocean stewardship

Launching in 2026, our new Ocean Stewardship

programme reflects both the growing regulatory

focus on marine biodiversity and our commitment

to our purpose of harnessing the Blue Economy

for future generations. We will focus on how

we can protect marine ecosystems, while

responding to the increasing regulatory

emphasis on biodiversity.

In 2026, we intend to undertake a gap analysis

aligned with the Taskforce on Nature-related

Financial Disclosures (TNFD) to strengthen our

understanding, assessment and management

of nature-related risks and opportunities across

our activities.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Group GHG emissions

(tCO

2021 2022 2023 2024

2025

% change

to 2024

% change

to 2021

baseline

Scope 1 and 2

Scope 1 (all entities) 55,231 47,811 49,463 48,589 49,158 1% (11%)

Scope 1 (excluding tankers) 10,796 6,354 9,092 8,568 7,974 (7%) (26%)

Scope 2 (location-based) 1,573 1,354 1,018 988 1,004 2% (36%)

Scope 2 (market-based) 2,266 2,203 1,802 1,614 1,323 (18%) (42%)

Total Scope 1 and 2

(location-based)

56,803 49,165 50,482 49,576 50,162 1% (12%)

Total Scope 1 and 2

(location-based, excl. tankers)

12,369 7,70 8 10,110 9,556 8,978 (6%) (27%)

Total Scope 1 and 2

(market-based)

57,497 50,014 51,265 50,202 50,482 1% (12%)

Total Scope 1 and 2

(market-based excl. tankers)

13,062 8,557 10,893 10,182 9,298 (9%) (29%)

Scope 3

Category 1: Purchased goods

and services

70 32 67 31,968 28,096 12%

Category 1: Purchased water 0 12 6 6 6 4%

Category 2: Capital goods 1,514 1,771 17%

Category 3: Fuel and

energy-related activities

11,970 10,271 10,639 10,410 10,575 2%

Category 4: Upstream

transport and distribution

10,119 13,341 (32%)

Category 5: Waste 75 556 188 143 58 (59%)

Category 6: Business travel 3,330 6,249 7,787 8,620 6,635 (23%)

Category 7: Commuting

and teleworking

240 2,535 2,201 2,219 2,672 20%

Category 8: Upstream

leased assets

22 1,298 6 0 0 n/a

Category 13: Downstream

leased assets

18,984 31,095 34,197 39,976 35,702 (11%)

Total Scope 3 34,691 52,048 55,092 104,975 98,856 (6%)

1 Base year and subsequent comparative years have been recalculated in the reporting year to reflect the impact of

divestments and site closures. In addition, Tanker emissions are presented separately, recognising they are on a distinct

decarbonisation trajectory.

2 New Scope 3 spend-related categories were added in 2024 Category 1, Category 2 and Category 4). GHG Emissions data

covers our updated organisational structure following divestments; for further details on the calculation methodology, see

our SECR statement (see page 43). Category 3, Category 8 and Category 13 include tankers-related emissions linked to our

CII target. Dry dock electricity is the only reported emissions activity for Scope 3 Category 1 Purchased Goods and Services

prior to 2024.

Group GHG emissions performance

Performance against Scope 1 and 2 target

(excluding tankers)

In 2025, the Group met its target for Scope 1

and 2 emissions, achieving a reduction of

9% year-on-year against a 4.7% target, and

a 29% reduction compared to our 2021 base

year against a 19.7% target, in line with the

Science Based Target initiative (SBTi).

This progress has been driven primarily by

a 26% reduction in Scope 1 emissions, largely

due to project-related decreases in mobile

combustion emissions from equipment and

vessels included in our 2021 baseline and

site closures.

For Scope 2, this year we introduced the

market-based approach following the transfer

of sites onto renewable energy tariffs.

Under the market-based approach, Scope 2

emissions decreased by 42% compared with

the base year, while under the location-based

approach emissions decreased by 36%.

The variance is driven by the use of

supplier-specific renewable emission factors

under the market-based method, compared

with country-level grid average emissions

factors for the location-based approach.

Scope 3 business travel emissions in 2025

decreased by 23% from 2024 but remain 99%

higher than in 2021. The year-on-year reduction

is largely due to updated 2025 DESNZ air travel

emission factors, rather than a change in actual

travel activity. The increase relative to 2021 is

driven mainly by a return to pre-pandemic levels

of air travel and improved data coverage across

the Group.

Scope 3 emissions associated with our

vessels used in customer operations are now

primarily reported under Scope 3 Category 13

(downstream leased assets). This change

reflects that time charter arrangements

remove our operational control of the vessel.

For Scope 3 spend-related categories

(Category 1 Purchased goods and services,

Category 2 Capital goods and Category 4

Upstream transportation and distribution),

overall emissions have reduced by 1% compared

to 2024, which was our first year of calculation.

This is primarily due to improvements in our

data classification.

See Supplier engagement on page 36.

See Climate-related metrics and targets

on page 55.

Energy intensity ratios

Across the group, we are tracking emission-

based intensity indicators. As a multi-sector

business, using revenue (in £m) enables

consistency and comparability. In 2025, our

Scopes 1 and 2 emissions intensity metric

(excluding tankers) is 23.6 tCO

e/£m revenue,

equating to a 29% reduction against the base

year. Our Group emissions intensity metric,

including tankers, is 128.0 tCO

e/£m revenue,

resulting in a 13% reduction against the base

year. As revenue is 1% higher than in 2021, the

reductions in intensity are driven by changes

in emissions.

Sustainability in action continued

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Scope 2 emissions per category (tCO

Scope 1 (excluding tankers) and Scope 2

(location-based) emissions (tCO

Group Scope 1 and 2 emissions (excluding tankers)

Scope 1 emissions per category

(excluding tankers) (tCO

Scope 1 Scope 2

Fugitive emissions Mobile combustion

Stationary combustion

Electricity Water supply District heating

GHG emissions rebaseline

In 2025, following strategic divestments

and closures within our Energy and Maritime

Transport Divisions (including Subtech Europe

Product Line and vessels, RMSPumptools,

Martek, Mimic, Prolec, and vessels previously

owned by Fendercare), we restated emissions

and reset the 2021 base year to reflect our

evolving portfolio.

Last year, we reported a 41% reduction in

Scope 1 and 2 (location-based) emissions

versus our 2021 base year. Following the

restatement, this reduction is 13% for 2024.

This year, tanker emissions are presented

separately for the first time, recognising they

are on a distinct decarbonisation trajectory.

Excluding tankers, the Group’s 2024 Scope 1

and 2 (location-based) emissions show 23%

reduction against the 2021 base year.

Before new baseline After new baseline

Tanker GHG emissions

2021

tCO

2022

tCO

2023

tCO

2024

tCO

2025

tCO

% change

compared

to 2021

emissions

Scope 1

44,434 41,457 40,372 40,021 41,184 (7%)

Scope 3

(Category 3 Fuel and energy-related)

9,047 8,420 8,312 8,210 8,449 (7%)

Scope 3

(Category 8 Upstream leased assets)

0 1,290 0 0 0 n/a

Scope 3

(Category 13 Downstream leased assets)

18,984 31,095 34,197 39,976 35,649 88%

Total 72,465 82,263 82,881 88,207 85,282 18%

1 Scope 1 emissions are excluded from Group totals. Scope 3 emissions are included for completeness but are not part

of our SBTi absolute reduction target, as these vessels are managed under the IMO CII framework.

Tanker CII performance

The Carbon Intensity Indicator (CII) is a regulatory

measure introduced by the International Maritime

Organisation (IMO) to assess the operational carbon

efficiency of vessels. It measures GHG relative to

transport work (grams of CO₂ per tonne-mile) and

assigns an annual rating from A (best) to E (lowest).

The framework is designed to drive continuous

improvement in vessel energy efficiency and

emissions performance across the global fleet.

2025 Performance

In 2025, two vessels within our tanker fleet were

subject to the IMO CII regime, which applies to ships

above 5,000 gross tonnage. We are fully compliant

with all IMO monitoring, reporting and verification

requirements.

One vessel achieved a C rating. The second,

acquired during the reporting period, received

a D rating. Both vessels operate under time

charter arrangements. We will continue to work

collaboratively with charterers to optimise operational

efficiencies and improve environmental performance.

A dedicated tanker decarbonisation pathway will

also be developed in 2026.

1,0047,974

9888,568

2025

2024

0 2,000 4,000 6,000 8,000 10,000

8977,024

7107,818

2025

2024

0 2,000 4,000 6,000 8,000 10,000

11,001

3983

2025

2024

0 200 400 600 800 1,000

84,650

12,369

74,530

7,708

74,885

10,110

49,594

9,556

2021 2022 2023 2024

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

2021 2022 2023 2024 2025 2026 2030

2,000

4,000

6,000

8,000

10,000

12,000

2050

Scope 1 and 2 emissions (tCO

Route to Net Zero

Action

to date

• Strengthened emissions management by improving GHG

data capture, reporting and verification across Divisions;

accelerated our transition to renewable electricity

• Decarbonisation planning: developed an initial

decarbonisation plan for the Energy Division, aiming

to implement in 2026

Future steps and

considerations

• Review and adapt to evolving

operational and market requirements

to ensure that our strategy aligns with

long-term investment opportunities

and customer needs

• Conduct horizon scanning of emerging

regulations, technologies and best

practices to inform our technology and

innovation roadmaps for customers

2030 near-term

SBTi aligned target

42% reduction

2050 Net Zero target

>90%

Next steps

(to 2030)

• Progress Scope 3 emissions data

capture; leverage digitalisation and

automation to improve data quality;

engage with suppliers/value chain

• Develop Divisional decarbonisation

plans and explore emerging

technologies

• Progress LCA integration in operations

and expand to other products, using

ICP and sustainable NPD

Challenges, uncertainties

and interdependencies

• Availability, scalability and cost-

effectiveness of low-carbon fuels,

infrastructure and technologies

• Regional and sectoral regulations

and incentives, including differences

in carbon pricing, emissions standards

and energy transition support, which

may accelerate or constrain our

investment strategy

Sustainability in action continued

Scope 1 and 2 actual

Scope 1 and 2 projection

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

2021 2022 2023 2024 2025 2026 2030

2,000

4,000

6,000

8,000

10,000

12,000

2050

Scope 1 and 2 emissions (tCO

Streamlined energy and carbon reporting

2025 2024 (restated) 2024 (previously reported)

Greenhouse gas emissions Unit UK

Global

(non-UK) UK

Global

(non-UK) UK

Global

(non-UK)

Scope 1 – Fuel combustion – mobile tCO

e 18,194 30,014 18,496 29,343 18,489 29,345

Scope 1 – Fuel combustion – stationary tCO

e 366 531 412 298 413 298

Scope 1 – Fugitive emissions tCO

e 36 17 35 4 35 4

Scope 2 (location-based) tCO

e 339 665 393 594 395 615

Scope 2 (market-based) tCO

e 340 983 799 815 – –

Total Scope 1 and 2 (location-based) tCO

e 18,934 31,228 19,337 30,240 19,332 30,262

Total Scope 1 and 2 (market-based) tCO

e 18,936 31,546 19,742 30,460 – –

Energy consumption

Fuel combustion – mobile MWh 66,290 109,219 67,386 106,903 67,438 106,835

Fuel combustion – stationary MWh 1,975 2,171 2,015 1,289 2,028 1,300

Purchased electricity, district heat and cooling MWh 1,912 2,358 1,900 1,682 1,908 1,744

Total energy consumption MWh 70,177 113,748 71,301 109,874 71,374 109,879

Intensity Metric

Scope 1 and 2 (location-based) intensity metric tCO

e/£m revenue 81.8 192.0 81.4 179.4 150.3 97.9

Scope 1 and 2 (market-based) intensity metric tCO

e/£m revenue 81.8 193.9 83.1 180.7 – –

In 2025, the UK accounted for 38%

of our total Scope 1 and 2 GHG

emissions and 38% of our global

energy use. Across the Group, mobile

fuel combustion, predominantly from

our vessels, was the largest source

ofenergyconsumed(95%).

Emissions intensity

For baselining and ongoing comparisons,

we have expressed emissions using a carbon

intensity metric. The intensity metric used is

tCO

e/£m revenue. The resulting emissions

intensity for 2025 is 128.0. This represents

a 4% increase compared to 123.6 in 2024.

Energy efficiency action

Key energy efficiency improvements at our

UK sites included a 100% LED installation at one

of our larger sites, resulting in a 50% reduction

in lighting electricity demand, as well as one

office site’s relocation to move to a more

energy-efficient location. We have also

progressively replaced the electricity contracts

of our UK sites with a renewable electricity

tariff. We continue to identify energy efficiency

measures for our vessels through digitalisation.

See our climate actions on page 39 and our

GHG emissions table on page 40.

Methodology

In line with the requirements set out in the UK

Government’s guidance on streamlined energy

and carbon reporting (SECR), the table above

shows our total annual energy use and GHG

emissions for the period from 1 January 2025

to 31 December 2025. This includes Scope 1

emissions arising from the consumption of fuels

(including diesel, petrol, burning oil, fuel oil, and

gas oil), natural gas, liquid natural gas (LNG)

liquid petroleum gas and refrigerant losses.

It also shows our Scope 2 emissions from the

consumption of purchased electricity, district

heating and cooling. We apply the operational

control boundary to identify assets and

activities included in our calculations. This

ensures that all operations where we have

direct operational authority are consistently

captured. Our GHG emissions are calculated

in accordance with the World Resources

Institute (WRI), the World Business Council

for Sustainable Development (WRI/WBCSD)

Greenhouse Gas Protocol Accounting and

Reporting Standard (Revised Edition), and the

Corporate Value Chain (Scope 3) Accounting

and Reporting Standard. GHG emission

conversion factors are sourced from

Governments and industry-relevant agencies

Emissions from purchased electricity are

calculated following the GHG Protocol Scope 2

Guidance, using a dual-reporting approach with

market-based and location-based emission

factors. James Fisher operates a fleet of vessels

across its business units. To account for these

vessels in the SECR disclosure, the Group has

used the vessel’s trading area to distinguish

between its UK and non-UK footprint, as the

trading area most closely indicates where fuel is

consumed and, therefore, where the associated

emissions should be accounted for. Energy data

is captured from supplier invoices and

consumption statements, meter readings and

operational data from vessels, vehicles and

equipment.

Where full data was unavailable, consistent

estimation techniques were used, Energy

conversions from original units to kWh applied

the DESNZ 2025 conversion factors.

Rebaseline and restatement updates

During 2024, James Fisher divested several

entities within its Energy and Maritime Divisions

(Subtech Europe, RMSPumptools and Martek).

These divestments exceeded the 5% rebaselining

threshold for structural changes. Subsequently,

we have reviewed all divestments for historic

years (from the 2021 base year to 2024) and

completed a rebaselining exercise to align our

GHG emissions reporting with the current

organisational boundary.

1 US EPA (2025). GHG Emission Factors Hub. United Nations (2026). UN Statistics Division – 2023 Energy Balance. IPCC (2019). Revised IPCC Guidelines for National Greenhouse Gas Inventories.

Department for Energy Security and Net Zero (2025). 2025 Government GHG Conversion Factors for Company Reporting. Energi Företagen (2025) Lokala miljävärden. Governo do Brasil (2025).

MCTIC. EIA (2021). Carbon Dioxide Emissions Coefficients by Fuel. EPA (2025). Inventory of U.S. Greenhouse Gas Emissions and Sinks: 1990-2023. AIB (2025). European Residual Mixes 2024.

IPCC (2007). IPCC Fourth Assessment Report: Climate Change 2007. SEPA (2025). Emissionsfaktorer och värmevärden. Commonwealth of Australia (Department of the Environment and Energy)

(2024). National Greenhouse Account Factors. EPA (2025). eGrid2023. GHG Protocol Brasil (2024). Ferramenta GHG Protocol 2024. Council of the European Union (2021). Union submission to

the 77th session of the International Maritime Organization’s Marine Environment Protection Committee.

Annual energy use and GHG emissions

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Sustainability in action continued

Sustainability governance

We are committed to maintaining the

highest standards of ethical behaviour

across all aspects of our business.

This commitment is reflected in our Group

Code of Conduct and is supported by

comprehensive policies, procedures and

controls that apply consistently across all

regions and business units. Compliance with

these standards is mandatory for all employees,

Directors and officers, regardless of their

location, and we reinforce it through regular

training and monitoring.

Our approach goes beyond regulatory

compliance; it is designed to safeguard

stakeholder trust and uphold our reputation

as a responsible and sustainable organisation.

Governance principles underpin our three

sustainability pillars – People, Partnerships

and Planet – ensuring that ethical

considerations inform decision-making

and operational practices.

Our sustainability governance framework

provides the structure through which we

monitor progress, manage risk and ensure

accountability, while aligning our objectives

with our long-term strategy.

Read more about the governance framework

for sustainability on page 45.

People

In line with the UK legislation in 2025, we

completed a comprehensive review and

update of workforce policies to reflect

regulatory changes, and align with Group

strategy and evolving business priorities.

This included enhancements to policies

covering equality, dignity at work, family

leave, flexible working, learning and

development, and recruitment, alongside

continued strengthening of our integrated

Health, Safety, Security and Environment

(HSSE) framework. Ongoing training

programmes support consistent

application of these standards across

the Group.

Partnerships

Our Partnerships were updated to reflect

our focus on emerging areas, including

communities, regulators and industry

bodies. This allows us to align activity with

Division, country or local requirements,

including evolving sustainability standards.

Innovation and Governance were

repositioned as enablers across all

three areas.

We will continue to develop governance

arrangements as these mature, supported

by policies and processes that embed

sustainability, ethical conduct and

responsible supply chain management

throughout our operations and partnerships.

Planet

We have continued to strengthen our

carbon management and reporting

through third-party reviews, additional

resources and training, while

also improving visibility of the key

assumptions and estimates that

underpin Group-wide reporting.

Regular updates to the Executive

Committee and Board aim to increase

transparency of carbon performance,

reinforcing accountability and supporting

informed decision-making.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

The Board

Sets the Group’s strategic priorities and oversees their delivery in a way that enables sustainable

long-term growth, while ensuring effective risk control. The Board has ultimate responsibility for

overseeing climate-related matters, whether strategic or related to risks and opportunities

Management Level

Responsible for cross-functional collaboration within the Group, sharing knowledge, day-to-day

decision-making and management in pursuit of our carbon and climate-related strategic objectives,

including managing risks and capturing opportunities

Audit and Risk Committee

Monitors effectiveness

of the Company’s risk

management controls

and its TCFD disclosures

Internal Audit Function

Conducts audit oversight for

climate-related risks

Risk Committee

Views climate-related risks as part of its overall

risks remit

Sustainability Committee

Meets to monitor and report all climate-related

risks and opportunities

Remuneration Committee

Aligns Group management

incentives to the ESG Strategy

Group Support Functions

Support the Group Product

Line. Each functional

team reports to or is led

by a member of the

Executive Committee

Nominations Committee

In reviewing Board composition,

it ensures that the Board

includes ESG experience

and expertise

Group Divisions

All Divisions manage their

own risk register and report

on principal; risks and

mitigating activities to

the Risk Committee

Executive Committee

Reviews sustainability-related material and periodically discusses climate-related issues.

The CEO is ultimately responsible for implementation of the climate strategy, including the

management of associated risks and opportunities. The Head of Group Sustainability informs the

Committee of the Group’s sustainability performance and supports the Group Functions in

implementing the Group’s Sustainability Strategy.

Task Force on Climate-related

Financial Disclosures

James Fisher and Sons plc

(the Company) and its group of

companies (the Group) have prepared

these 2025 climate-related disclosures

as required by UK Listing Rule 6.6.6(8)

and in compliance with section 414CB

of the UK Companies Act 2006 (the

Companies Act).

The Group considers its climate-related

disclosures set out below to be consistent

with the 11 recommended disclosures of

the Task Force on Climate-related Financial

Disclosures (TCFD).

TCFD recommended disclosures

Governance: Disclose the organisation’s

governance around climate-related risks

and opportunities – see page 45

Strategy: Disclose the actual and potential

impacts of climate-related risks and

opportunities on the organisation’s businesses,

strategy, and financial planning where such

information is material – see page 47

Risk Management: Disclose how the

organisation identifies, assesses, and manages

climate-related risks – see page 54

Metrics and targets: Disclose the metrics

and targets used to assess and manage relevant

climate-related risks and opportunities where

such information is material – see pages 55

to 56

Overview of our governance framework for climate-related matters

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

TCFD continued

Governance

In this section, we identify how climate-related

matters are incorporated into our governance

framework.

Board oversight of climate-related

risks and opportunities

The Board is ultimately responsible for the

Company’s climate change strategy and

provides oversight of climate-related risks

and opportunities as a core component

of Group strategy. The Chair leads Board

discussions on long-term strategic resilience,

including climate transition and physical risk

considerations. Climate-related risks and

opportunities are considered a fundamental

element of strategic planning and capital

allocation, including setting the Group’s

direction, evaluating major investments

and approving capital expenditure.

The Board receives regular updates about

climate-related matters, including regulatory

developments, carbon footprint data quality

and performance, climate risk assessments,

and transition planning. Climate-related

disclosures are reviewed and approved as

part of the Annual Report approval process.

The Board delegates responsibility for

the implementation of the Group’s climate

strategy, including the management of

associated risks and opportunities, to the CEO.

See Our governance framework on page 80

Executive Committee and

management’s role in assessing

and managing climate-related

risks and opportunities

Executive Committee

Responsibilities for the assessment and

management of the Group’s sustainability and

climate-related strategy, risks and opportunities

are assigned at the Group and Division levels.

The CEO has ultimate responsibility for

implementing the climate strategy.

Reporting structures ensure that climate-related

risks and opportunities are communicated to

the Board, Executive, stakeholders and

Committees, with oversight from the Executive

Group Head of the Sustainability, the climate

risk Sponsor.

In 2025, the CEO and Executive Group Head

of the Sustainability focused on embedding

climate considerations within the Group’s ERM

framework and Divisional risk registers.

Sustainability was regularly discussed by

the Executive committee during the year,

including consideration of carbon performance,

regulatory developments, data assurance,

climate risk and opportunity assessment,

internal carbon price implementation plan

and integration of sustainability criteria into

our NPD process.

Executive members also received training on

sustainability regulations to support informed

decision-making.

Sustainability Committee

The Committee drives the Group’s sustainability

strategy and roadmap, aligning governance, risk

management and operations. It is responsible

for identifying and driving strategic initiatives and

capabilities to increase sustainability practices,

informing the Board and Executive Committee

on adapting and building resilience in ESG and

contributing to supporting agendas on climate-

related risk and opportunities. A Board member

attends Sustainability Committee meetings on

a regular basis, bringing ESG expertise while

strengthening communication between

management and the Board.

In 2026, we plan to further develop

a sustainability KPI dashboard to support

long-term target setting, aligned with evolving

market conditions and business strategy.

Carbon footprint analysis will also be included

in the Division’s quarterly business reviews

to refine our decarbonisation plans.

Incentives and Executive leadership

The Group has tied Executive remuneration to

sustainability objectives since 2024. Incentives,

including weightings and targets, are

periodically reviewed to strengthen ESG-related

metrics across operational levels, with support

from the Group Head of Reward. Following

shareholder engagement on the remuneration

policy and its implementation for 2024, the

strategic element has been weighted at 20% as

the maximum opportunity for each participant.

The sustainability metric represents one-third

of the strategic element, equating to 6.67% of

the total.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Climate scenario analysis

James Fisher uses climate scenario

analysis to assess the potential

implications of uncertain climate

change and low-carbon pathways

on our business model and value chain.

This approach enhances our

understanding of climate-related risks

and opportunities and supports the

continued strengthening of the Group’s

resilience to climate change.

In 2025, we undertook an updated climate

scenario analysis exercise, building on our

initial 2022 assessment and reflecting increased

maturity in our approach. Cross-functional

teams across each Division participated in

structured workshops to review forward-looking

climate scenarios and evaluate how these could

create or exacerbate risks and opportunities for

our activities and assets. The insights generated

informed the development and refinement of

Division-led and, where appropriate, Product

Line-specific climate risk registers that reflect

the diversity of assets, geographies and

markets across the Group.

Three forward-looking climate scenarios were

considered, describing how key parameters

relevant to our business may change under

different transition and global warming

pathways. These three narratives draw on

multiple sources of climate data and analysis

and support our teams when assessing potential

impacts on our strategy, operations and

value chain.

Climate scenarios

Orderly transition Disorderly transition Hot house world

Description

Early action and stringent,

coordinated global climate

policies put the world on course

to global Net Zero CO

emissions

by around 2050.

Policy action is delayed and

inconsistent, resulting in slow

early progress before an

aggressive policy response in

the 2030s to course-correct.

Climate policies are insufficient,

delayed, and globally

fragmented, leading to higher

global emissions, warming and

changes in climate and weather.

Key scenario

features

• Immediate and smooth

policy, including subsidies

and GHG pricing

• Reliable investment in

low-carbon and fast

technology change

• Boom in renewable power

and rapid transition away

from oil and gas

• Client and supply chain

pressure towards Net Zero

alignment

• Lowest +°C and physical

change

• Late but strong policy reaction,

with high regional variation

• Potential inflation,

unemployment and interest

rates impacts

• Cautious investment

environment and slow

early technology change

• Renewables continue to

grow, but sustained role

for oil and gas

• Medium +°C and physical

change

• Policy action stalls due to

political gridlock, economic

concerns and geopolitics

• Investors and clients are

risk-averse and favour

resilience

• Increase in severe and

irreversible climate impacts

• Challenges for insuring

assets in high-risk locations

• Highest +°C and

physical change

Sources

considered

IEA Net Zero Emissions,

NGFS/BSR Net Zero 2050,

IPCC AR6 SSP2-2.6

IEA Announced Pledges,

NGFS/BSR Delayed Transition,

IPCC AR6 SSP2-4.5

IEA Stated Policies, NGFS/BSR

Current Policies, IPCC AR6

SSP5-8.5

Rise by 2100

1.5°C 2.5°C 3.5°C

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

TCFD continued

Climate-related risks

and opportunities

As a result of our 2025 assessment

update, we consolidated Divisional

scores at Group-level. In this section

we present the highest scoring risks

(medium or higher) and opportunities,

supporting a more targeted approach.

Principal climate-related risks and opportunities

Climate-related physical risks

Increased severity and frequency of extreme weather events impact marine and coastal operations

Current and anticipated impact on James Fisher

As our marine and coastal operations are globally distributed, exposure to physical climate-related

hazards vary by location (extreme air and sea temperatures, extreme storms, wave and wind events,

heat stress, floods, etc.).

Adverse weather events have the potential to impact port and offshore activities, including

suspension or cancellation of activities such as ship-to-ship transfer, vessel re-routing, impacts to

fuel efficiency of vessels, potential exposure of workforce and damage to vessels, equipment and

goods. These may result in loss of revenues and pre-insurance productivity and damages costs.

While the Group has not experienced any significant climate-related incidents to date, over

medium to long-term timeframes, the frequency and severity of climate hazards may change.

Mitigation and resilience

Given the nature of our business, managing the potential operational, technology and safety

challenges that offshore and coastal environments present is inherently built into James Fisher

Group’s way of working and robust health, safety, environment and quality (HSEQ) controls.

As a specialist in providing operations and services in extreme conditions, there may ultimately

be related opportunities.

• We conduct location and operation specific physical climate risk assessments and develop

appropriate response measures to support continued safe operations under changing

weather conditions

• We continuously monitor weather and marine forecasts before and throughout offshore

operations to assess potential risks to products, vessels and staff safety

• Within our Maritime Transport Division, software is used to analyse the relationship between

increasing climate-related hazards and time spent sheltering in port across the tanker fleet,

supporting operational planning and resilience

• Terminal operators and harbour authorities oversee port and berth activities, ensuring

we conduct operations safely and adjust or suspend as needed

• Where exposure to extreme heat may pose a risk to workers, we provide access to low-

temperature, or air-conditioned, containers and consider these factors as part of scheduling

• Following the 2025 climate risk update, the Sustainability Committee agreed to investigate

climate data and scenario analysis to support decision-making and enhance resilience planning

across the Group

Current Group risk rating

Anticipated trend under climate scenarios

Medium term

(1 to 5 years)

Long term

(5+ years)

Orderly transition

– –

Disorderly transition

–

Hot house world

–

Following identification at Divisional-level

and consolidation at Group-level, we assessed

and qualitatively scored risks and opportunities

for likelihood and magnitude of impact in

line with the methodology of the Group’s

ERM framework. This ensures that we are

able to consistently evaluate their significance

compared to other business risks and

facilitates integration into our management

and reporting processes.

We also considered how risks may change

in the medium (1 to 5 years) and long-term

(beyond 5 years), aligning these periods with

risk management framework and strategic

planning cycles. These timeframes support

consistent integration of findings into broader

business strategies and recognise the changing

profile of climate-related factors over time.

Significance of risk or opportunity

Medium

More significant (under this scenario

+ time period)

Less significant (under this scenario

+ time period)

No change in significance

High Very highLow

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Climate-related physical risks continued

Adverse weather events disrupt key suppliers and logistics

Current and anticipated impact on James Fisher

Severe or shifting weather patterns can impact key suppliers and transport routes, such as access

roads, disrupting the movement of good, materials and personnel. This has the potential to cause

delays or cancellations in operations, leading to increased operational costs and reduced inventory

levels, and potential implications for our ability to meet client expectations, particularly where

specialist or single-source suppliers are affected.

Mitigation and resilience

• In addition to monitoring weather conditions, we maintain strategic stock for parts that

are difficult to source or if the parts may be exposed to weather to minimise the risk

of operational delays

• Key maritime supplies associated with transport at our main operating port are centralised

to reduce exposure to severe weather disruptions, and we prioritise the use of local suppliers

to ease logistical pressures when access becomes challenging

• We have implemented a Supplier Code of Conduct and seek to reduce reliance on single-source

suppliers wherever possible to strengthen supply chain resilience

• As part of our supplier procurement process, we integrate and monitor sustainability and climate

risks to maximise resilience through mitigation

Current Group risk rating

Anticipated trend under climate scenarios

Medium term

(1 to 5 years)

Long term

(5+ years)

Orderly transition

– –

Disorderly transition

–

Hot house world

–

Climate-related transition risks

Uncertainty and regional variation in global energy transition result in mistimed or misplaced investment

Current and anticipated impact on James Fisher

The global energy market and transition are shaped by geopolitical, technology and other

changes that create uncertainty and irregularity across jurisdictions. Inconsistency and volatility

in regulations, investment and demand produce potential for mis-timed or misplaced investment.

This is true for both growth in renewables markets, such as offshore wind, as well as the role of

oil and gas.

James Fisher has made investments, such as in alternative-fuelled LNG vessels in our Maritime

Transport Division, that reduce our climate impact and anticipate potential changes in maritime

regulations and customer needs even where these may still be emerging.

Mitigation and resilience

• Inclusion of sustainability criteria, such as the Internal Carbon Price, in investment decisions

ensures responsible capital allocation

• Future-proofing our investments, ensures compliance readiness, competitiveness, and

long-term resilience – such as the tanker fleet renewal programme and replacement with

LNG dual-fuel vessels

• Monitoring of emerging regulations at different levels within the Group and its Divisions

to support decisions around the deployment of resources and equipment

• Diversification of operations across geographies to spread exposure to factors relating

to the pace and nature of policy, technology and the energy transition that may create

investment risk

Current Group risk rating

Anticipated trend under climate scenarios

Medium term

(1 to 5 years)

Long term

(5+ years)

Orderly transition

Disorderly transition

Hot house world

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

TCFD continued

Climate-related transition risks continued

Increase in climate-related regulation creates additional compliance costs

Current and anticipated impact on James Fisher

As countries attempt to align activities with the low-carbon transition, new regulatory interventions

are increasingly shaping our markets. We monitor regulatory developments such as the FuelEU

Maritime regulation, UK and EU Emissions Trading Schemes (ETS) and International Maritime

Organisation (IMO) carbon pricing discussions.

Expanding climate regulations have the potential to create compliance costs and require investment

in emissions-reducing technologies, infrastructure for alternative fuels and renewable power

options, alongside increased resourcing for regulatory monitoring and upskilling.

Mitigation and resilience

• The Group maintains comprehensive registers of current and emerging regulations for each

of our markets that include climate-related issues. This enhances our ability to identify

and respond to compliance matters comprehensively and cost-effectively.

• Our fleet renewal programme, in the Maritime Transport Division, reviews its vessels against

current and future compliance risk to ensure resourceful investment.

• In 2026, we are planning to develop a decarbonisation pathway for the Maritime Transport

Division, which will contribute to mitigating compliance costs through operational efficiency,

fuel optimisation and emission reduction initiatives. This will follow a process similar to that

used to develop the Energy Divisional decarbonisation pathway.

Current Group risk rating

Anticipated trend under climate scenarios

Medium term

(1 to 5 years)

Long term

(5+ years)

Orderly transition

Disorderly transition

Hot house world

– –

Inability to meet sustainability and climate commitments results in negative reputational or investor response

Current and anticipated impact on James Fisher

Customers and investors are increasingly prioritising companies that demonstrate robust

sustainability and climate-related strategies. As stakeholder expectations grow, this has the

potential to impact the Group should we fail to meet sustainability or climate commitments

or engage in activities that result in environmental impacts.

A failure to adequately align our climate strategies and performance with these expectations

may lead to negative media coverage and reputational damage, affecting customer confidence,

investor sentiment and access to capital.

Mitigation and resilience

• Accurate carbon data strengthens our ability to monitor and achieve progress against our climate

targets. This is supported by peer benchmarking to understand market decarbonisation efforts.

• Embedding sustainability into our strategic processes, such as financial planning, risk

management and NPD, to ensure our products and services meet our commitments.

• Centralised oversight, robust compliance governance and processes, strong HSEQ policies,

and monitoring of environmental regulations within each of our Divisions ensure safe,

sustainable operations.

Current Group risk rating

Anticipated trend under climate scenarios

Medium term

(1 to 5 years)

Long term

(5+ years)

Orderly transition

Disorderly transition

–

Hot house world

–

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Climate-related opportunities

Growth in demand for sustainable and low-climate impact products and services

Current and anticipated impact on James Fisher

Global climate action and energy transition will see an increased demand for products and

services that align with a low-carbon economy, presenting opportunities for James Fisher

Group to expand its market share or access new revenue streams.

This includes sectors such as renewable energy, where we have established services and

expertise to support infrastructure build-out and maintenance, and sustainable operations,

including alternative fuels. There are also efficient and lower-impact solutions developed

by James Fisher Group, such as efficient compressors for well testing, and bubble curtains

that have a reduced ecological impact.

Development actions

• Since 2023, we have used lifecycle assessments (LCA) to understand product environmental

impact and guide product development.

• In 2025, we strengthened our NPD procedure by integrating climate-related criteria into product

design. Considerations include prioritising operational energy efficiency to lower carbon emissions

during use and selecting low-carbon materials to reduce embodied emissions.

Current Group risk rating

Anticipated trend under climate scenarios

Medium term

(1 to 5 years)

Long term

(5+ years)

Orderly transition

Disorderly transition

–

Hot house world

– –

Operational cost savings through the implementation of more efficient and circular processes

Current and anticipated impact on James Fisher

Through the implementation of our sustainability and climate strategy, and capitalising on

technology and market developments, we anticipate opportunities to access and implement

capital and process improvements at lower cost. These changes present potential for cost

reduction and improved competitiveness. This includes actions to improve product and

resource efficiency and apply circularity principles, including retrofit of buildings and vessels.

Development actions

• Lean principles and tooling are embedded across the business, with employees trained in Lean

Six Sigma in each Division to drive operational efficiency, eliminate waste and optimise resource

utilisation.

• Monitoring systems and digital tools support improved asset performance, enhanced energy

efficiency and reduced operating costs.

• In 2025, we implemented energy-efficiency improvements at key UK sites, as part of our ongoing

commitment to sustainable operations.

• A site rationalisation project is also underway to drive cost savings, improve operational efficiency

and realise economies of scale.

Current Group risk rating

Anticipated trend under climate scenarios

Medium term

(1 to 5 years)

Long term

(5+ years)

Orderly transition

Disorderly transition

–

Hot house world

– –

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

TCFD continued

Climate-related opportunities continued

Growth in demand for marine-based products and services

Current and anticipated impact on James Fisher

Both physical and transition climate-related trends have the potential to influence marine-based

activity. Offshore and coastal infrastructure will be required to develop, service and defend energy

generation and transportation assets and activities, while an increase in adverse weather will

require specialist entities to be able to operate in changing conditions.

James Fisher Group is positioned to benefit from any such increase in demand for products

and services within the Blue Economy.

Development actions

• In all Divisions, we continuously enhance our offer to address the evolving needs of our

customers, while expanding capabilities and workforce expertise in low-carbon and renewable

marine solutions.

• Strengthening partnerships and fostering innovation with customers, suppliers and research

bodies to co-develop sustainable products and services that anticipate and respond to shifting

market demands.

• Aligning our strategic planning and investment priorities to target growth opportunities in

climate-resilient and energy-transition markets, ensuring the Group maintains a competitive

position and long-term value creation.

Current Group risk rating

Anticipated trend under climate scenarios

Medium term

(1 to 5 years)

Long term

(5+ years)

Orderly transition

Disorderly transition

–

Hot house world

–

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our climate resilience

We are equipped to support the low-carbon

transition through our services under a range

of potential scenarios (both orderly and

disorderly). This includes fostering the growth

of the renewable energy sector (e.g. offshore

wind power, shipping biofuels), responsibly

decommissioning redundant oil and gas assets,

and maintaining and repairing assets exposed

to extreme climate conditions. Climate-related

risks and opportunities, including those linked

to emerging low-carbon markets, are considered

as part of our strategic planning processes.

Our existing operations and safety controls

position us to withstand significant disruption

from physical climate hazards, and we expect

to remain resilient even in the hot house

scenario where physical risks are more severe.

Embedding climate considerations

into business operations, and strategic

and financial planning

We view climate change as a central

consideration in strategic decision-making,

including capital allocation, asset management

and longer-term financial planning assumptions.

As part of the 2025 update to our climate

scenario analysis, each Division identified and

assessed relevant climate-related risks and

opportunities, with findings informing strategic

outlooks. This ensures that potential impacts

on future demand, cost structures and capital

requirements are considered within business

planning cycles.

Investments in climate resilience are reviewed

by the Sustainability Committee, which

oversees allocation of budget to resilience

and mitigation initiatives, with consideration

of potential future financial effects.

In 2025, we continued implementation of our

Internal Carbon Pricing (ICP) approach started

in 2024, by delivering an additional targeted

training workshop to our finance teams to

improve consistency in how climate-related

costs and transition assumptions are reflected

in business cases.

We are progressively embedding our ICP

and lifecycle considerations into Investment

Committee processes to support more

systematic consideration of transition risks and

low-carbon market opportunities in financial

appraisals. As a first step, we are extending

LCA to strategic products, where we will

incorporate ICP principles. Our long-term goal

is to expand the ICP application across broader

investment categories.

Transition planning is a growing component

of the Group’s Climate Strategy. Following

a gap analysis conducted against the Transition

Plan Taskforce (TPT) guidelines in 2024, the

Group has refreshed its sustainability strategy

programmes of work to align with evolving

stakeholder and market expectations, adding

engagement with communities, regulators

and industry bodies in its Partnership pillar.

These changes will inform the development

of the Climate transition plan in 2026.

See Partnerships on pages 35 to 37

Assessing climate-related

financial effects

We continue to strengthen how we

anticipate and manage the financial

impacts that may arise from climate-related

risks and opportunities. This builds on the

preliminary quantitative scenario analysis

undertaken by the Group in 2022-2023.

In 2025, we reviewed the tools and

methodologies available with the goal of

integrating climate considerations more

effectively into financial and business

planning. One example of how this can be

applied is a physical climate hazard assessment

for one of our key UK-based assets.

Such assessment would identify potential

climate risk exposures, inform the development

of adaptation plans, and evaluate potential

financial impacts, including pre-insurance

damages and productivity loss (value-at-risk).

Such insights would help Group refine its

approach to anticipating and managing

potential climate-related financial impacts.

In 2026, we will further refine our risk analysis

using improved data to help us prioritise action

and develop tailored mitigation measures.

Going forward, we will progress to financial

quantification on a phased and prioritised basis,

guided by our updated risk ranking.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

TCFD continued

Risk management

We identify, assess and manage

climate-related risks in an integrated

way, in line with our Group-wide risk

management processes.

The Group’s internal control and risk management

framework follows the “three lines of defence”

model, with a system of policies, procedures,

and organisational processes designed to align

risk exposure with our strategic objectives and

risk appetite. We summarise where and how

climate change considerations are integrated

within this in the table below.

See Principal risks and uncertainties on

pages 66 to 73 for more information.

We recognise that climate-related risks

have unique characteristics in terms of being

novel, uncertain, complex, variable in time and

geography, and manifesting beyond traditional

business cycles. To support the identification

and assessment of potential climate-related

risks, we are supported by an external

consultant and employ forward-looking

climate scenario analysis.

Updating Divisional and Product Line

climate risk registers

We updated our Group-wide climate scenario

analysis and the preparation of Divisional and

Product Line risk registers for climate change.

The exercise improves the Group’s

understanding of emerging climate-related

issues and helps us evaluate if they create or

exacerbate risks or opportunities, and the

adequacy of controls.

See Climate scenarios on page 47

We draw on internal and external data sources

and scenarios and consider a wide range

of factors:

• Existing and emerging regulatory

requirements

• Changes in market demand, in particular

in the energy sector

• Investor and stakeholder activity,

technology trends

• Chronic and acute physical climate events

Climate-related risks are assessed and prioritised

using our Group-wide risk management

methodology. Each risk is scored on an inherent

(pre-mitigation) basis on the likelihood of

occurrence and potential severity of impact,

considering only existing controls.

For significant risks, additional control

actions are identified and risks reassessed

to determine the residual (post-mitigation)

risk level that can be expected once mitigation

actions are implemented. Risks are assessed

for relevance and scored by each Division or

Product Line, with these scores consolidated

to the Group-level for reporting to the Group

Risk Committee and the Board. By applying

the same process for determining risk

significance to climate-related risks as to

other risks, we aim to obtain a comparable

appreciation of materiality and ability to

effectively prioritise control actions where

they are most critical.

Climate-related opportunities

Climate-related opportunities are also

considered as part of our Climate scenario

analysis exercises. Several of the Group’s

principal risks also present opportunities for

growth and advancement of strategic objective,

in particular those related to emerging energy-

driven markets that support the low-carbon

transition. As part of the 2025 update, each

Divisional team identified and assessed

potential opportunities. Business factors,

including climate-related risks and

opportunities, are integrated into the Group’s

strategy discussions and operating processes.

As part of this process, each Division reviews

and presents a five-year strategic outlook to

the Board.

Climate integration in our risk governance framework

Governing bodies

Management level (three lines of defence)

Top-down risk management

Bottom-up risk management

James Fisher has identified climate change as a principal risk. Along with the other principal risks, it is reviewed on a regular basis

by the Audit and Risk Committee. On behalf of the Board, this Committee oversees and reviews the effectiveness of the Group’s

internal controls, risk management and audit. The Board has ultimate responsibility for risk oversight and establishes the Group’s

risk appetite.

The Executive Committee oversees the risk framework. It is supported by the Risk Committee, which oversees the annual

risk assessment process, reviewing and consolidating risks, uncertainties and emerging issues reported by Functional Heads

and Divisional teams. This process enables the Executive Committee to assess the materiality of climate-related risks alongside

other types of risk and recommend appropriate actions. Findings are reported to the Audit and Risk Committee of the Board.

Divisions

Divisional teams manage their own risk registers and undertake

annual reviews to identify, assess and monitor significant risks

and the adequacy of controls, including climate related. For some

Divisions, climate-related risk registers have also been prepared

at the Product Line level. Risks identified by each Division are

reported to the Risk Committee for consolidation.

Risk management

The Risk Management Function

supports and oversees the

risk processes undertaken by

Divisional teams, including the

identification and assessment

of climate-related risks.

Internal Audit

Internal Audit provides independent

oversight via biannual reviews,

ensuring Divisional risk registers

are current and most significant

risks are reviewed periodically

by the Risk Committee.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Climate-related metrics

and targets

James Fisher recognises that robust metrics

and ambitious targets are essential to driving

meaningful progress in addressing climate

change. By aligning these with our strategic

priorities, we aim to ensure accountability

and transparency in our sustainability journey.

The Group employs a range of metrics to assess

its impact and exposure to climate-related

risks and opportunities, summarised in the

table below.

Overview of climate-related metrics and targets

Metrics and performance Goals and targets Commentary

Scope 1 and 2 emissions –

(excluding tankers) (tCO

2025: 8,978

2024: 9,556

See our GHG emission

calculation methodology

on page 40

Reduce Group Scope 1 and 2 emissions (excluding

Scope 1 tankers emissions) by 42% by 2030, against

a 2021 baseline, in line with the Science Based Targets

initiative (SBTi) Absolute Contraction Approach.

Achieve Net Zero Scope 1 and 2 emissions by 2050,

delivering at least a 90% absolute reduction.

Our Group targets (excluding tankers) are developed using SBTi methodology, although they are not

formally validated.

During the year, we refined our boundary to exclude Maritime Transport Scope 1 emissions, which

are now managed under a dedicated shipping framework. This improves transparency and ensures our

decarbonisation pathways appropriately reflect the different regulatory, technological and fuel transition

accessible in the different sectors in which we operate. We will continue to review and update targets

in line with evolving standards and our transition planning.

Carbon Intensity Indicator

(CII) compliance (Tankers’

emissions performance)

2025: compliant

Achieve full compliance with the International Maritime

Organisation (IMO) CII reporting requirements for all

applicable tankers.

Given that tankers represent the majority of our Scope 1 emissions, they are managed under a

dedicated pathway aligned with the IMO’s Net Zero framework. Performance is assessed using CII,

which measures the annual operational carbon intensity of vessels above 5,000 gross tonnage,

expressed as CO₂ emissions per transport work (grams of CO₂ per tonne-mile). Ships are assigned

a rating from A (best) to E (lowest performance).

The framework aims to support continuous improvement in vessel energy efficiency and emissions

reduction, in line with the IMO’s 2030 ambition to reduce carbon intensity of international shipping

by at least 40% by 2030.

We will continue to monitor further developments in the IMO’s Net Zero framework and adjust

our approach as required.

2025 highlights

• Metrics and targets: We continued

to enhance our climate-related metrics

and targets to effectively track progress,

identify priority areas, and drive

continuous improvement

• Sustainability in NPD: We embedded

sustainability criteria into our formal NPD

process. This ensures that products being

developed through our NPD will include

sustainability considerations at each

stage of product development

• Decarbonisation pathway: As planned,

we worked with the Energy Division to

develop a decarbonisation pathway and

specific strategies that provide a clearer

roadmap for achieving our climate goals

• Integration of climate in decision-making:

We refreshed the Climate Risks and

Opportunities assessment, working closely

with cross-functional Divisional teams. Going

forward, we intend to expand to financial

quantification and incorporate these

insights into decision-making processes

Our GHG emissions-related metrics serve

as a critical proxy for assessing both our

environmental impact and climate transition

risk exposure.

Results for 2025 and historical periods have

been verified by a third party consultancy,

including information on our GHG measurement

methodology.

See page 43

See our emissions performance and

decarbonisation plans on pages 40 to 42

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Overview of climate-related metrics and targets continued

Metrics and performance Goals and targets Commentary

Scope 3 emissions (tCO

– Group-wide

2025: 98,856

2024: 104,975

Complete Group-wide measurement of all applicable

categories in 2026.

In 2025, we have refined the measurement of our Scope 3 spend categories (purchased goods and

services, capital goods and upstream transportation and distribution) to improve the categorisation of

suppliers against industry-level emissions factors. We aim to complete measurement across all applicable

categories in 2026.

Revenue from low-carbon

activities (% of total revenue)

2025: 17.6%

2024: 16%

Year on year increase in the proportion of revenue

derived from low-carbon activities.

James Fisher defines low-carbon activities as those that contribute to reducing greenhouse gas (GHG)

emissions. In the year, low-carbon revenue was primarily generated from our decommissioning services,

followed by well testing and intervention services and offshore windfarm solutions.

Energy-related markets remain a core revenue source, with the Group focused on supporting the transition

to Net Zero by 2050. The Board considers climate change both a principal risk and a strategic opportunity.

The 2024 low-carbon revenue figure has been restated from the prior year to reflect divestments and

business closures, ensuring comparability with the current Group structure.

Internal Carbon Price

(£ per tCO

2025: £150

Embed ICP into financial decision-making During 2025, we delivered ICP workshops for our finance team in preparation for incorporating carbon

pricing into financial decision making. We are currently integrating ICP into the Investment Committee’s

capex decision-making process and plan to apply the carbon price to upcoming capex decisions.

ICP embeds climate considerations into financial decision-making, promoting a preference towards

lower-carbon options and strengthening the business case for sustainable products and services.

Remuneration (LTIP)

Weight of Scope 1 and 2

emissions criterion in long-term

incentive plan (LTIP): 6.67%

Achievement of progress towards absolute Scope 1

and 2 GHG reduction targets over three financial years.

The LTIP for Executives includes a performance criterion linked to achieving targets for absolute reductions

in Scope 1 and 2 GHG emissions. As part of our annual review cycle, the LTIP will be reviewed in 2026

to ensure its continued alignment with the Group’s sustainability strategy, targets and performance.

TCFD continued

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Engaging with

stakeholders

Our stakeholders

The Board recognises that effective

engagement with stakeholders is

essential to delivering long-term

sustainable success.

We maintain open and transparent

communication with our key stakeholder

groups, which include employees, customers,

suppliers, investors, and the communities

in which we operate.

Engagement takes place through a variety

of channels, as set out in this section. Given the

nature of the services we provide, stakeholder

engagement is a multi-faceted issue and is

discussed at each Board meeting. Differing

stakeholder perspectives are identified and

considered as part of the Board and Committee

decision-making process. This approach

supports our commitment to building trust,

fostering collaboration and creating shared

value. The annual cycle of activities ensures

that the stakeholder voice is represented in

our boardroom discussions.

Section 172 Statement

The Board recognises its duty under Section 172

of the Companies Act 2006 to promote the

company’s success for the benefit of its members,

considering the interests of stakeholders and

the matters in Section 172(1)(a)-(f). Details of

our key stakeholders, our engagement with

them, and resulting outcomes are set out on

this page. Examples of how the Board has

considered the long-term impact of its decisions

on stakeholders are included throughout the

Strategic and Governance reports.

Board activities and S172 outcomes

Our people Our shareholders

Key interests • Health and safety

• Development and progression

• Remuneration and recognition

• Equality, diversity and inclusion

• Operational and financial performance

• Capital structure, liquidity and capital allocation

• Environmental, social and governance matters

Why we engage • Underpin our success as a business

• To engage, retain and develop best talent

• To ensure we deliver a values and purpose-led culture

• Providers of capital to grow, therefore understanding

our shareholders and creating long-term shareholder

value is a key priority.

How we engage • Regular dialogue between senior management

and employees through quarterly webinars,

Divisional townhalls, newsletters and the intranet

• Site visits by the Board and time with employees

• Meetings between the Employee Engagement

Director and employees

• All-employee survey

Read more on page 79

• The Board reviewed the results of the Employee

Engagement survey and discussed related actions

• The Board reviewed the talent succession pipeline

and key initiatives to develop talent and requested

further deep dives to understand succession plans

for key technical roles

• The Board engaged with shareholders at the AGM

and answered their questions

• The Chairman, CEO and CFO met with the largest

shareholders to discuss results and other

announcements and fed back to the Board

• The Board received reports from analysts and brokers

on market sentiment and feedback from major investors

and adjusted their engagement programme as a result

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our customers Our suppliers Our communities

Key interests • Innovation and problem solving

• High-quality products and services

• Social and environmental impacts

• Trusted relationships

• Payment practices

• Supply chain resilience

• Environmental and social impacts of our operations

Why we engage • Understanding our current and potential

customers and what products they need helps

refine strategy and is key to long-term success

• Building trusted partnerships to deliver innovative

and reliable products and solutions for our customers

and enabling safe, efficient and sustainable outcomes.

• Making a positive impact

• Maintain relationships with the communities where

our employees and customers live and operations

are based

• To advance the Blue Economy by decarbonising

operations and reducing marine impacts

through technology

How we engage • Where appropriate, Executive Directors, and

Divisional Leads, work with major customers

to develop innovative products and services

and to find solutions to their challenges

Read more on page 37

Board activities and S172 outcomes continued

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Introduction

2025 was a year of disciplined execution

and continued progress against the Group’s

objectives. Our priorities remained centred

on strengthening margin resilience, enhancing

cash conversion and progressing on our

multi-year transformation programme.

The lower 2025 reported revenue is in line

with expectations as it was driven by prior-

year disposals and the staged closures within

our IRM businesses in the Middle East and

Africa. Excluding these impacts, the Group

delivered a solid underlying performance.

Reported operating profit was down year

on year due to the significant gains on

disposals in the prior year. Underlying

profitability reflected a 56.3% improvement

on a like-for-like basis. This was supported

by the turnaround of the Decommissioning

businesses, improved execution in Defence,

a stronger business mix in Maritime Transport,

and the benefits of Group-wide supply chain

and margin initiatives.

Cash generation strengthened, supported

by improved working capital management

and lower interest payments following the

Group’s deleveraging in 2024. We continued

targeted investments across the Group to

retain the operational capability required

to support exciting growth opportunities.

Overall, the year’s performance reflects a

more resilient James Fisher with strengthened

operational foundations and disciplined

financial management. The progress achieved

in 2025 provides a stable platform from which

to support sustainable, profitable growth.

We have achieved a solid

set of results, generating cash

and invested in the business.

We are well positioned to drive

growth, enhance margins

and scale efficiently.”

Karen Hayzen-Smith

Chief Financial Officer

Financial review

Summary of the Group’s performance

Underlying results

Reported results

2025 2024 Change 2025 2024 Change

Revenue (£m) 394.4 437.7 -9.9% 394.4 437.7 -9.9%

Operating profit (£m) 28.6 29.5 -3.1% 16.1 73.1 -78.0%

Profit before tax (£m) 15.3 11.9 28.6% 4.3 54.0 -92.0%

Profit/(loss) for the year (£m) 10.3 9.1

13.2% (4.3) 46.4 -109.3%

Operating margin 7.3% 6.7% 60 bps 4.1% 16.7% -1260 bps

Return on capital employed 8.2% 8.7%

-50 bps n/a n/a n/a

Net debt 54.4 56.1 -3.0% n/a n/a n/a

Net debt – covenant basis

61.0 61.0 n/a n/a n/a n/a

Earnings/(loss) per share 20.2 18.1

11.6% (8.7) 92.0 n/a

Excluding disposals and staged closures

2025 2024 Change

Revenue (£m) 377.2 361.7 4.3%

Operating profit (£m) 28.6 18.3 56.3%

Operating margin 7.6% 5.1% 250 bps

Return on capital employed 8.6% 6.1% 250 bps

1 The Group uses a number of alternative (non-Generally Accepted Accounting Practice (non-GAAP)) performance measures

(APMs) that are not defined within International Financial Reporting Standards (“IFRSs”). The APMs should be considered in

addition to and not as a substitute for or superior to the information presented in accordance with IFRSs, as APMs may not

be directly comparable with similar measures used by other companies. The APMs are described more fully and reconciled

with GAAP performance measures in Note 5 of the consolidated financial statements.

2 The comparative numbers have been restated due to a revision in the calculation of the underlying effective tax rate, which

removes certain non-cash adjustments that previously affected the rate, leading to a reduction in the underlying effective

tax rate as disclosed in Note 5.1.

3 Net debt – covenant basis includes guarantees and collateral deposits amounting to £6.6m (2024: £4.9m).

4 Revenue, operating profit/margin and ROCE excluding disposals are after the impact of RMSpumptools and Martek

disposals. RMSpumptools was disposed of on 8 July 2024 and contributed £nil in revenue (2024: £24.2m) and £nil in

operating profit (2024: £6.8m) with an average capital employed of £nil (2024: £11.4m). Martek was disposed of on

6 September 2024 and contributed £nil in revenue (2024: £7.5m), and £nil in operating profit (2024: £0.7m) and average

capital employed of £nil (2024: £5.1m).

Staged closures relate to the IRM businesses in the Middle East and Africa, with closure activities commencing in April 2025.

These businesses contributed £17.2m of revenue (2024: £44.3m) and generated £nil operating profit (2024: £3.7m) with an

average capital employed of £10.4 (2024: £15.0m).

Like-for-like measures reflect performance excluding the impact of disposals and staged closures.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Financial review continued

Reported profit before tax was £4.3m,

lower than the prior year, primarily due

to the significant gains on disposals

recognised in 2024.

Underlying operating profit

Underlying operating profit declined slightly

by £0.9m versus the prior year; however,

on a like-for-like basis, excluding the impact

from business disposals and staged closures,

it increased from £18.3m to £28.6m,

representing a 56.3% improvement, with all

divisions reflecting growth. This improvement

was primarily driven by Group-wide supply

chain efficiencies, the execution of turnaround

margin improvement initiatives, growth in

Defence, and a more favourable business

mix, particularly within Fendercare.

The Group’s overall underlying operating profit

margin improved by 60 bps to 7.3%, excluding

the impact of disposals and staged closures,

the margin improved by 250 bps, from 5.1%

in 2024 to 7.6% in 2025. This improvement

was driven primarily by improved business

performance, self-help initiatives, and

efficiencies across the supply chain.

Reported results

The Group generated revenue of £394.4m in

2025, a 9.9% decrease from £437.7m in 2024,

largely driven by reductions in Energy and

Maritime Transport Divisions following prior-

year disposals and the staged closures underway

within the IRM businesses in the Middle East

and Africa. Defence delivered strong growth

as execution momentum accelerated.

Energy Division revenue reflected the completion

of a long-term infrastructure contract in

Mozambique within IRM Africa, which concluded

during the first quarter of 2025. The Division

was also impacted on a reported basis by the

prior-year disposal of RMSpumptools. There

was an improved performance in Subsea and

Decommissioning and strong asset utilisation

across key international markets. Energy

Services continued to benefit from increased

Bubble Curtain activity and the introduction of

new decommissioning capabilities, while well

testing activity was weaker in certain regions,

particularly in Africa.

Defence delivered an improved performance,

with revenue increasing by 10.9% to £88.8m.

Growth was driven by strong demand across

Special Forces, Submarine Platforms and

Defence Diving, supported by increased

order intake and continued investment in

NPD. The Defence orderbook strengthened

further to £317m at 31 December 2025

(2024: £306m), providing improved visibility

into 2026 and beyond.

In Maritime Transport, reported revenue

was marginally lower, reflecting the prior-year

disposal of Martek. Tankships delivered strong

performance, with improved fleet utilisation in

offsetting lower spot market rates. Cattedown

Wharves delivered an improved performance

driven by higher throughput, while Fendercare

had reduced volumes as it focused on higher-

margin activities.

Reconciliation of underlying operating profit to operating profit

2025

£m

2024

£m

Underlying operating profit 28.6 29.5

Amortisation of acquired intangible assets (0.1) (0.3)

Impairment charges (2.7) (5.1)

Re-financing costs – (3.5)

Restructuring costs (3.3) (1.7)

Disposal of businesses and assets (2.1) 54.9

Other (4.3) (0.7)

Operating profit 16.1 73.1

Summary of underlying operating results

Revenue Underlying operating profit/(loss)

2025

£m

2024

£m

Change

2025

£m

2024

£m

Change

Energy 158.6 2 07.5 -23.6% 17.6 24.8 -29.0%

Defence 88.8 80.1 10.9% 5.5 1.9 189.5%

Maritime Transport 147.0 150.1 -2.1% 20.8 15.1 37.7%

Corporate – – – (15.3) (12.3) 24.4%

Total 394.4 437.7 -9.9% 28.6 29.5 -3.1%

Excluding disposals and staged closures (see page 59 and accompanying footnotes)

2025

£m

2024

£m

Change

2025

£m

2024

£m

Change

Energy 141.4 139.0 1.7% 1 7.6 14.3 23.1%

Defence 88.8 80.1 10.9% 5.5 1.9 189.5%

Maritime Transport 147.0 142.6 3.1% 20.8 14.4 44.4%

Corporate – – – (15.3) (12.3) 24.4%

Total 377.2 361.7 4.3% 28.6 18.3 56.3%

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Full year operating

performance by Division

Energy

The Energy Division reported a 23.6%

reduction in revenue, driven by the disposal of

RMSpumptools and the ongoing staged closures

within the IRM business. Excluding the impact

of business disposals and staged closures,

revenue increased by 1.7%. Growth was driven

by increased Subsea and Decommissioning

activity following the completion of a restructure

which refocused the business on core activities,

as well as improved asset utilisation in the

Brazilian diving market. These gains were

partially offset from reductions in well testing

activity, which reflected weaker market

conditions, particularly in Africa and more

pronounced in the second half.

Renewables revenue declined by 9.9%

to £21.4m, driven by a decline in the Offshore

Wind commissioning and support business.

Reported operating profit in the prior-year

included gains arising from the disposal of

businesses and assets. Excluding disposals

and staged closures, operating margins improved

by 210 bps to 12.4%, reflecting a substantially

improved contribution from the restructured

Subsea and Decommissioning Product Line.

Defence

The Defence Division delivered a strong

performance in 2025, with revenue increasing

10.9% to £88.8m and underlying operating profit

rising to £5.5m, an increase of £3.6m compared

with the prior year. Revenue and operating profit

were weighted towards the second half, reflecting

improved execution. The increase in revenue

was primarily driven by improved performance

in Special Forces, particularly Tactical Diving

Vehicles, alongside good momentum in

Submarine Platforms and Defence Diving.

This was partially offset by weaker performance

in Commercial Diving and Submarine Escape

and Rescue, which is expected to recover

in 2026.

Underlying operating profit margin improved to

6.2%. The improvement in profitability reflected

continued operational efficiencies, supply chain

initiatives and disciplined cost management

to support growth and delivery.

The orderbook continued to strengthen,

with December 2025 closing at £317m

(2024: £306m). This excludes Commercial

Diving’s annual run rate of approximately £15m.

Growth in the orderbook was driven by the

award of multiple strategic contracts in the USA

for Special Forces, rebreathers and upgrades to

the US Submarine Rescue System. Order intake

increased across Submarine Rescue, Defence

Diving and Special Forces Product Lines. The

Division also secured the Ratownik submarine

rescue and saturation diving system contract

for the Polish Navy, providing strong momentum

into 2026. Further awards are expected in 2026

across the Division’s strategic growth pillars.

Investment in NPD totalled £7.7m in 2025

(2024: £1.9m), including expenditure on the

next-generation Stealth multi-role rebreather,

Tactical Diving Vehicle upgrades and submarine

capability enhancements. Continued investment

is planned in 2026 to strengthen capabilities,

enhance customer offerings and support

the future order pipeline.

Defence end markets remain supportive,

with the Division well positioned to benefit

from increased global investment in undersea

defence and security. The focus remains

on securing new long-term contracts and

delivering sustainable, profitable growth.

Energy

2025

£m

2024

£m

Change

Revenue 158.6 207.5 -23.6%

Operating profit 14.2 74.8 -81.0%

Underlying operating profit

17.6 24.8 -29.0%

Underlying operating profit margin

11.1% 12.0% -90 bps

Return on capital employed 14.8% 17.6% -280 bps

Excluding disposals and staged closures

Revenue 141.4 139.0 1.7%

Underlying operating profit 17.6 14.3 23.1%

Underlying operating profit margin 12.4% 10.3% 210 bps

Defence

2025

£m

2024

£m

Change

Revenue 88.8 80.1 10.9%

Operating profit 3.1 2.0 55.0%

Underlying operating profit

5.5 1.9 189.5%

Underlying operating profit margin

6.2% 2.4% 380 bps

Return on capital employed 10.4% 3.5% 690 bps

1 Please refer to Note 5 of the consolidated financial statements for further information on this APM (see pages 140 to 148).

2 Revenue and operating profit/margin are stated after reflecting the impact of the RMSpumptools disposal and the staged

closures within the IRM operations in the Middle East and Africa. RMSpumptools was disposed of on 8 July 2024 and

contributed £nil in revenue (2024: £24.2m) and £nil in operating profit (2024: £6.8m). The Middle East and Africa businesses

contributed £17.2m of revenue (2024: £44.3m) and generated £nil operating profit (2024: £3.7m).

Like-for-like measures reflect performance excluding the impact of disposals and staged closures.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Financial review continued

Maritime Transport

Reported revenues in the Maritime Transport

Division declined by 2.1%, from £150.1m to

£147.0m, reflecting the impact of the disposal

of Martek. Excluding disposals, the Division

delivered steady growth in 2025, with revenue

increasing by 3.1%. Underlying operating profit

on a like-for-like basis, increased by 44.4% to

£20.8m (2024: £14.4m), with operating profit

margin improving from 10.1% to 14.1%, reflecting

stronger operational execution, in particular

within Fendercare, which focused on higher-

margin activities.

Tankships continued to perform well, with

revenue increasing from £80.5m to £86.5m,

driven by high fleet utilisation of 95% (2024: 89%).

This supported the 7.5% increase in revenue,

despite spot market rates not recovering as

anticipated. Cattedown Wharves also delivered

improved performance, supported by higher

petroleum and dry cargo throughput and

inflationary pricing, contributing to revenue

growth. Underlying operating profit in both

businesses increased, reflecting strong cost

control, particularly in vessel maintenance.

During January 2025, Tankships entered into

a long-term bareboat charter for the Leander

Fisher, replacing the Raleigh Fisher, which

was sold at the end of 2024, to support the

UK Ministry of Defence time charter awarded

in November 2024. In April 2025, Tankships

further strengthened its position in the

Caribbean by securing long-term bareboat

charters for two vessels placed on time charter.

Looking ahead, Tankships continues its

fleet renewal programme, with four new

sub-intermediate tankers scheduled for

delivery during 2026 and early 2027.

In addition, an extension was secured

for three S-Class vessels at the end

of 2025, providing operational stability

during the transition to the new-build fleet.

Fendercare revenues declined by £1.6m to

£60.5m, compared to the prior year, reflecting

lower STS transfer volumes in Africa and the

Middle East, with activity in the latter impacted

by the increasingly challenging geopolitical

environment. Despite this, operating profit

improved, supported by strong growth in

Latin America and higher margins driven by

increased utilisation of fixed charter vessels.

Corporate

Corporate costs, which represent expenditure

on Group-wide central functions such as

executive management, finance, HR, IT and

other shared services, increased by £3.0m

to £15.3m. A significant portion of this

increase reflects higher costs associated

with incentive plans.

Maritime Transport

2025

£m

2024

£m

Change

JF Tankships (including Cattedown) 86.5 80.5 7.5%

JF Fendercare (excluding Martek) 60.5 62.1 -2.6%

Martek – 7.5 n/a

Total revenue 147.0 150.1 -2.1%

Operating profit 16.3 17.2 -5.2%

Underlying operating profit

20.8 15.1 37.7%

Underlying operating profit margin

14.1% 10.1% 400 bps

Return on capital employed 36.4% 22.4% 1400 bps

Excluding disposals

Revenue 147.0 142.6 3.1%

Underlying operating profit 20.8 14.4 44.4%

Underlying operating profit margin 14.1% 10.1% 400 bps

1 Please refer to Note 5 of the Consolidated financial statements for further information on this APM (see pages 140 to 148).

2 Revenue and operating profit/margin excluding disposals are after the impact of Martek, which was disposed of on 6 September

2024 and contributed £nil in revenue (2024: £7.5m) and £nil in operating profit (2024: £0.7m).

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Non-underlying items

included within operating profit

The Group recognised a net cost of £12.5m

from non-underlying items during the year,

compared with a net gain of £43.6m in the

prior year. The prior year benefited from

significant gains on disposals.

Impairment charges – the £2.7m impairment

charge in 2025 comprises £0.9m relating to

assets within the Scantech Norway business in

the Energy Division and £1.8m relating to assets

in Defence. Both impairments arose following

a strategic realignment of product portfolios.

Refinancing costs – in 2024, the Group

incurred £3.5m in legal and advisory costs

related to the refinancing of the revolving

credit facility (RCF). No such refinancing

costs were incurred in 2025.

Restructuring costs – the £3.3m incurred during

the period relates to the Group’s multi-year

transformation programme, which is focused

on simplification, rationalisation, and business

integration. These costs were mainly related

to organisational re-sizing.

Amortisation of acquired intangible assets

– relate to customer relationships acquired

through business combinations which are

amortised over their useful economic life.

Disposal of businesses and assets – £1.2m

was incurred during the year associated with

previously disposed businesses, primarily

relating to legal and professional fees. A further

£0.9m was incurred in relation to the staged

closure of the Inspection, Repair and Maintenance

operations in the Middle East and Africa.

Other – comprises costs outside the normal

course of business, including exceptional legal

and professional fees relating to isolated matters.

It also includes £2.2m associated with the

estimated settlement of a historic pension matter.

Capital and development expenditure

Capital expenditure in the year was £25.0m

(2024: £29.3m) and £8.0m (2024: £2.4m)

on development expenditure. The capital

expenditure to depreciation ratio was

1.1 (excluding intangibles additions and

amortisation). Approximately half of the

expenditure incurred was in the Energy Division,

which included spend on electric compressors

as well as upgrades to existing compressors to

support sighted opportunities. The remaining

expenditure was largely weighted towards

Maritime Transport in relation to deposits

on the Tankships re-build programme.

Net finance charges

The Group’s net finance charges decreased

by £7.3m to £11.8m (2024: £19.1m). Finance

charges in the full year to 31 December 2025

primarily comprise £8.7m of interest expense on

loans and overdrafts (2024: £13.6m), £0.8m of

loan arrangement fees (2024: £1.7m), and £6.4m

interest expense on lease liabilities

(2024: £4.3m) and £0.6m of other interest

expense (2024: £0.8m), partially offset by

£2.6m (2024: £2.8m) interest income on cash

balances and pensions and £2.1m net unrealised

foreign exchange gain (2024: unrealised loss

of £0.7m). In 2025, there were no deferred

completion fees payable under the current

RCF (2024: £0.8m).

The decrease in interest expense on loans

and overdrafts in 2025 was mainly due to the

full year impact of the reduction in the quantum

of debt following the Group deleveraging

activities in 2024.

The average margin on committed facilities

was around 80 bps lower in 2025 than in 2024

and overall there was a reduction in pre-tax

cost of debt of approximately 180 bps since

the refinancing in 2025 compared to 2024.

The Group’s interest cover ratio, which is

an alternative performance measure, is fully

described and reconciled in Note 5 of the

consolidated financial statement and is

calculated as underlying EBITDA, divided by

net interest payable (excluding IFRS 16 finance

charges) on a last-twelve-month basis and

using underlying operating profit under the

previous calculation. The interest cover at

31 December 2025 is 6.9x compared to a

banking covenants requirement of greater

than 4.5x.

Taxation

The Group has recognised a tax charge of

£8.6m in the period (2024: £7.6m). The tax

charge on underlying profits for the year

is £5.0m (2024: £2.8m), representing an

underlying effective tax rate (ETR) of 32.7%

(2024: 23.5%), with the Group incurring

charges in Brazil, Australia, Malaysia and

Norway. The Group also incurs a significant

amount of withholding taxes suffered by

the UK which are not fully creditable due

to the taxable loss position which contributes

to the overall tax charge. See Note 5.1 for

a reconciliation of the underlying effective

tax rate.

The unrecognised UK deferred tax asset

has been maintained for 2025, which results

in no tax credit being recognised for the losses

generated by certain businesses in the UK.

Deferred tax assets on losses generated by

some overseas businesses are also unrecognised.

The increase in the overall tax charge in 2025

is primarily driven by the geographic mix, with

profits recorded in high tax jurisdictions such

as Brazil and Australia, which have rates

significantly higher than the UK statutory

tax rate of 25.0%.

The prior year, underlying effective tax rate

of 23.5% has been restated from 27.6%, driven

by the exclusion of additional rate impacting

non-cash items such as prior-year adjustments,

one-off or exceptional tax charges and credits

and changes in tax rates. This enhances

transparency and provides a more representative

view of the Group’s sustainable tax rate on

underlying profits, supporting improved

comparability over time.

Non-underlying items included within operating profit

2025

£m

2024

£m

Impairment charges 2.7 5.1

Re-financing costs – 3.5

Restructuring costs 3.3 1.7

Amortisation of acquired intangible assets 0.1 0.3

Disposal of businesses and assets 2.1 (54.9)

Other 4.3 0.7

Total 12.5 (43.6)

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Financial review continued

Dividends and earnings per share

Following an underlying operating profit delivery

of £28.6m, underlying basic earnings per share

increased to 20.2 pence (2024: 18.1 pence).

After deducting non-underlying items of £12.5m,

net finance charges of £11.8m and a tax charge

of £8.6m, basic loss per share, on a statutory

basis, was 8.7 pence (2024: earnings of

92.0 pence). The prior year earnings per

share benefited from the significant gains

on asset and business disposals.

The Board has not recommended a dividend

for 2025. However, the Board remains

committed to reintroducing a sustainable

dividend policy at the appropriate time.

Cash flow and borrowings

The Group generated £66.9m (2024: £49.3m)

of cash from operating activities, with a working

capital inflow of £10.8m (2024: inflow of £4.2m).

This increase in working capital was the key

driver of the improved cash flow, primarily

driven by an improvement in debtor collection

following the Group’s continued focus on

collecting outstanding receivables in a timely

manner. Creditor balances saw a modest

reduction compared to 2024, primarily due to

lower expenditure as a long-term infrastructure

contract in Mozambique concluded during the

first quarter of 2025. Tax payments were slightly

lower than last year at £8.0m (2024: £9.7m).

Cash outflows from investing activities

during the year were £25.0m (2024: inflow of

£79.7m). Capital and development expenditure

was at £33.0m, broadly in line with the

£31.7m invested in 2024. Key expenditure

in 2025 included investment in compressors

and lifting equipment and advancing diving

system capabilities to support the execution

of offshore projects in the Energy Division.

These investments are designed to strengthen

delivery capacity, improve reliability, and

ensure the Division is well positioned to

capitalise on future growth opportunities.

The Maritime Transport Division has seen

continued investment in vessel maintenance

and renewal, including deposits for future fleet

additions and enhancements across port

facilities. In Defence, development expenditure

has supported capability development across

specialised vehicles and diving systems.

In 2025, the Group realised £0.7m of

deferred consideration from previous disposals,

compared with £80.0m generated from the

disposals of RMSpumptools and Martek in

2024. The Group also received £4.1m in

proceeds from the sale of property, plant

and equipment, and assets held for sale

(2024: £25.8m).

The Group’s net borrowings at 31 December

2025, including all lease liabilities, was £144.1m

(2024: £108.0m). During the period, bank

borrowings remained consistent with 2024 while

lease liabilities increased by £36.2m mainly due

to the three newly leased vessels in Tankships

which were contracted during the first half

of 2025.

As at 31 December 2025, the Group

had £92.5m of committed credit facilities

(2024: £95.0m) and £21.5m of undrawn

committed credit facilities (2024: £17.0m).

The Group’s net debt for the purposes of

its banking covenants consists of net bank

borrowings, finance lease liabilities (on an

IAS 17 basis), and bonds and guarantees.

Cash flow and borrowings

2025

£m

2024

£m

Cash flows from operating activities 66.9 49.3

Cash flows (used in)/from investing activities (25.0) 79.7

Cash flows used in financing activities (39.1) (131.6)

Net increase/(decrease) in cash and cash equivalents 2.8 (2.6)

Cash and cash equivalents at 1 January 23.8 26.4

Net foreign exchange differences (2.2) (0.4)

Cash transferred to asset held for sale – 0.4

Cash and cash equivalents at 31 December 24.4 23.8

Net debt

2025

£m

2024

£m

Net borrowings 144.1 108.0

Less: right-of-use operating leases (89.9) (52.6)

Amortised cost adjustment 0.2 0.7

Net debt 54.4 56.1

Add: guarantees and collateral deposits 6.6 4.9

Net debt – covenant basis 61.0 61.0

Covenant EBITDA 46.0 43.9

Net debt: EBITDA

1.3x 1.4x

1 Please refer to Note 5 of the consolidated financial statements for further information on this APM (see pages 140 to 148).

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Liquidity

Under the financing agreement signed in

September 2024, £2.5m of the RCF commitments

were stepped down during 2025. Total committed

facilities at 31 December 2025 were £92.5m.

The Group operates a minimum liquidity

target of £20.0m (being committed facility

headroom and readily available cash) to

enable the settlement of any liabilities as

they become due and to provide additional

comfort over the liquidity headroom of the

Group. At 31 December 2025, the Group’s

liquidity position was £37.0m which is 185%

of the liquidity target.

In March 2026, the Group added £25.0m of

liquidity by increasing the committed RCF by

acceding an additional lender into the existing

agreement. The total committed facilities have

therefore increased from £92.5m to £117.5m.

The Group also completed a £12.5m

uncommitted General Export Facility in 2025,

which is backed by an 80% guarantee provided

by UKEF, the UK Government’s export credit

agency. The facility provides £7.0m of additional

liquidity at favourable margins via a Trade Cycle

Loan agreement and £5.5m of availability in

other ancillary facilities. The Trade Cycle Loan

facility allows loan periods of up to 12-months

and is fully utilised at 31 December 2025.

Balance sheet

The Group’s net assets decreased by £3.0m to

£187.3m (2024: £190.3m). Total comprehensive

expenses for the year of £5.2m contributed to

the decrease in retained earnings. The primary

driver of the change in net assets was the

reduction in working capital offset by increases

in intangible assets during the year.

Non-current assets

Non-current assets increased by £36.5m to

£308.4m, driven by movements in right-of-use

assets and property, plant and equipment.

Right-of-use assets increased by £41.2m,

reflecting the addition of three newly leased

vessels in Maritime Transport, partially offset

by a reduction in property, plant and equipment

due to reclassifications to assets held for sale

and disposals during the year. The majority of

the Group’s right-of-use assets relate to vessels

under long-term lease agreements.

Current assets and current liabilities

The Group’s net current assets stand at £28.1m,

a decrease of £8.7m from 2024. This reduction

reflects a £17.4m decrease in trade and other

receivables, which is offset by a £9.1m decrease

in trade and other payables and an increase in

net assets held for sale of £7.8m.

Short-term bank borrowings (mainly overdrafts)

decreased to £34.4m from £62.4m as of

31 December 2025, while the net position of

short-term cash and short-term borrowings

reduced to £17.4m (2024: £23.8m).

Non-current liabilities

Non-current liabilities increased by £30.8m to

£149.2m as of 31 December 2025. This increase

was primarily driven by the lease liabilities

associated with the three newly leased vessels

in the first half of 2025 in Maritime Transport.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Principal

risks and

uncertainties

The Group is subject to a combination

of macro and business-specific risks,

managed through a risk governance

framework that has continued to

strengthen over the year.

The Group’s risk management process provides

the framework for risk management practices

across all areas of the Group and seeks to ensure

that risks are continuously identified, assessed

and monitored, enabling appropriate responses.

The framework and accompanying risk

management processes continue to evolve

and mature, strengthening risk management

practices across the Group.

Risk management and assurance activities

follow the “three lines of defence” model.

The first line of defence comprises operational

management, which is responsible for the

day-to-day identification, assessment and

management of risk. First-line teams possess

the experience and technical expertise required

to operate in accordance with relevant policies,

procedures and established controls. Their

understanding of the markets and business

activities in which the Group operates enables

them to identify emerging risks promptly and

implement appropriate mitigation measures.

The second line of defence consists of the

Group’s Internal Assurance Functions, including

the risk and internal controls team. These

functions support the design, implementation

and testing of controls, monitor the completion

of control activities and perform ongoing risk

reviews. Through structured and cyclical testing

programmes, the second line identifies areas of

heightened risk, assesses control effectiveness

and recommends enhancements to strengthen

the overall control framework.

The third line of defence is provided by

the Internal Audit Function, which delivers

independent assurance over the effectiveness

of the first and second lines of defence.

The third line evaluates the adequacy and

effectiveness of the Group’s risk management

and internal control processes, reports findings

to senior management and the Audit and

Risk Committee, and supports continuous

improvement across the organisation.

In addition, the Investment Committee plays

a critical role in the governance of risk by

ensuring that investment and contractual

decisions are subject to the appropriate level

of review and aligned with the Group’s risk

management framework.

The Board

The Board establishes the Group’s risk appetite, ensuring it aligns with strategic objectives. It retains ultimate responsibility for risk management, maintaining oversight to ensure the framework

evolves in response to changing market conditions and regulatory requirements. The Board also assesses principal and emerging risks to ensure they are effectively identified, managed and mitigated

Group Support Functions

The Group’s Divisions are supported by Group Functions, with each Functional Head reporting

to an Executive Director

Audit and Risk Committee

On behalf of the Board, the Committee actively challenges and ensures thorough consideration of risks; reviewing the Group’s risk management and internal control systems, conducting

in-depth reviews, and overseeing the work of internal and external auditors

Investment Committee

The Group’s Investment Committee oversees the review of all

significant bids and tenders, capital investments, substantial

operating expenditures, mergers, acquisitions, joint ventures,

disposals, contracts containing clauses outside the Group’s

standard contracting principles, and the appointment of agents

Internal Audit

The Group’s Internal Audit Function, outsourced to PwC,

conducts regular reviews of operations and internal controls,

providing recommendations and ensuring their implementation.

The annual internal audit plan, informed by a risk assessment,

is approved by the Audit and Risk Committee, with PwC

presenting updates and progress at each Committee meeting

Risk Committee

The Risk Committee operates as a subcommittee of the

Executive Committee, reviewing the risk framework and

processes. Functional Heads and Divisional teams report

on principal risks, uncertainties and emerging issues.

The Committee oversees an annual risk assessment,

drawing from risk registers across the Group

Group Divisions

Group Divisions manage their own risk registers and report on principal risks and mitigating

activities to the Risk Committee

Executive Committee

The Executive Committee oversees the risk framework, offering a macroeconomic perspective, reporting on Group-wide risk management to the Audit and Risk Committee, and supports businesses

in the Group structure with their risk management. The Committee ensures that risks are effectively identified, assessed, monitored and mitigated to safeguard the Group’s strategic objectives

Bottom-up risk management

Top-down risk management

Risk governance framework

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our approach to risk evaluation

Each risk is assessed using a structured risk

matrix, mapping risk impact against likelihood of

occurrence. We apply a consistent methodology

across all Divisions and Functions, combining

quantitative and qualitative analysis to ensure risks

are evaluated in a robust and comparable way.

Impact

When assessing risk impact, the Group

considers the factors below to determine the

extent to which a risk could affect the Group

across a range of dimensions:

• We place particular emphasis on health and

safety, our top strategic priority, considering

any potential impact on employees,

customers, contractors and the public

• We consider financial outcomes, such as

increased costs, reduced revenues or missed

opportunities, reputational impacts on trust

and confidence among customers, markets

and stakeholders; and operational effects

on system availability or service continuity

• We assess potential environmental and

social consequences, ensuring alignment

with our commitment to responsible and

sustainable operations, as well as risks

arising from regulatory and legal compliance,

including penalties, liabilities and disruption

to our activities

Likelihood

The Group assesses the likelihood of each

risk on a probability scale, considering both

internal and external factors. Organisational

considerations include the complexity of our

operations and the strength of our systems,

oversight and resources in reducing the chance

of occurrence. Externally, we monitor market

dynamics, regulatory change, macroeconomic

conditions, geopolitical developments and

political cycles that may influence performance

and stability. These assessments are supported

by qualitative analysis, drawing on historical

trends, external data and market research to

provide a rounded view of probability.

Principal risk movements

• Group transformation programme –

Residual risk has been reduced through

enhanced alignment and procedures within

our supply chain and project management

functions, as well as improved employee

engagement

• Recruitment and staff retention – This

risk has been revised to reflect the Group’s

growth plans, the need to retain and attract

talent as the Group scales, and the

increasing demand for skilled employees

in certain markets

• Climate change – This risk has been

revised to reflect the risks posed by extreme

weather events, particularly for coastal

and marine operations. Business continuity

measures and emergency response

procedures continue to be enhanced

to minimise disruption and prioritise

employee and stakeholder safety

• Cybersecurity – The likelihood of a cyber

incident has increased year on year due to

the growing sophistication, frequency and

global reach of cyberattacks, alongside the

Group’s expanding digital footprint

• Financial, liquidity and treasury – The

Group’s position has improved, following

additional sources of finance and improved

monitoring of cash management and

compliance with covenants

• Breach of laws and regulations – This

risk has been combined with the prior

year, principal risk of operating in

emerging markets

Product risk, previously a principal risk, has

been split into product innovation and product

quality.

See page 67 for more information.

Principal risks

The principal risks are plotted below, considering likelihood and impact, net of mitigations in

place (residual).

DecreasedIncreased No movement

Group transformation programme

Project delivery

Product innovation

Product quality

Health and safety

Recruitment and staff retention

Climate change

Cybersecurity

Financial, liquidity and treasury

Breach of laws and regulations

New principal risk

Likelihood

Impact

Low

High

For climate-related risks, we have

considered the TCFD methodology

as part of the risk evaluation.

See pages 45 to 56.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

1. Group transformation programme

Risk category: Strategic and growth

Risk owner: Head of Sustainability, Marketing and Communications

Link to Company priorities

Overview

The Group is undertaking a significant

multi-year transformation to build a stronger,

cohesive and more sustainable business for

the future. If this is not managed effectively,

it could result in organisational misalignment,

disruption to core activities, employee

disengagement and attrition.

Background

The Group has now completed the third

year of its transformation programme,

being executed through its strategy to

focus, simplify and deliver. This includes

an OJF operating model, divisional portfolio

and objectives that include strengthening

operational and functional delivery within all

jurisdictions across the globe. We have aligned

the organisation behind a common mission,

vision, purpose and values. We continue to

embed project and change management

within delivery teams as we move towards

the next phases of the transformation.

The business is also undertaking a two-year

embedding process for our Valued Behaviours.

Potential impact

Disruption during the transformation process

could have a negative impact on operations,

employee productivity and customer

satisfaction. In more severe cases of employee

attrition and operational impact, this could

damage stakeholder confidence and cause

loss of customer and/or market share.

How we monitor and mitigate

• To ensure alignment across the Group,

personal objectives are set in line with

strategic priorities and cascaded across

the organisation. This is monitored through

the annual appraisal process.

• In order to embed monitoring of the

transformation programme, there is regular

Executive Committee oversight, and an

escalation process is in place.

• To ensure efficient and effective execution

of transformation initiatives, clear roles

and responsibilities are assigned, including

a business operations team with a clear

remit and focused priorities.

• An employee engagement strategy is in

place to foster engagement, performance,

and buy-in across the Group. This is

evaluated annually through the Your

Voice survey.

• To ensure managers are equipped to

successfully lead teams through times

of change, a suite of tools, resources and

training continues to expand. This aims to

ensure every employee can successfully

embrace and adopt change.

Opportunity

An effective Group transformation programme

will align the organisation, promote responsible

and efficient growth, and enhance our brand.

Principal risks and uncertainties continued

Strategic alignment

Each principal risk is linked to the Group’s

strategic priorities. By linking principal risks

to our Company priorities, it creates the

following opportunities:

• Strengthens alignment across the risk

governance framework, from the Board

through to Committees and Group Functions,

ensuring consistent communication and

embedding risk into strategic thinking.

• Improves decision-making by highlighting

how principal risks influence objectives.

With this clarity, resources and investment

can be directed to where they are most

effective, addressing risks proactively

and supporting sustainable growth.

• Enhances resilience by giving greater

visibility of emerging threats. This enables

the Group to respond quickly to disruption

while continuing to build long-term strength

and agility.

Company priorities

Exceptional Safety

Pipeline of Talent

Strong Supply Chain

Customer Excellence

New Product Development

Outstanding Quality

Global Growth

Digital Innovation

Managing risk and enabling growth

The Group has continued to strengthen its

risk management processes, with a focus to

enhance clarity and alignment with business

priorities. This has resulted in several updates

to the Group’s principal risks:

• Product risk has been separated into two

distinct risks: product quality and product

innovation. This distinction enables the

management of safety and customer

satisfaction independently, while also

recognising the strategic importance

of innovation and pursuit of market

leading opportunities.

• Contractual exposure has been removed

as a standalone principal risk due to its

significant overlap with project delivery,

particularly in relation to contracting

principles and execution risk.

• Operating in emerging markets has been

consolidated with breach of laws and

regulations, reflecting the shared focus

on regulatory compliance. Mitigations

and monitoring mechanisms for UK and

international regulatory requirements

are now consolidated under the breach

of laws & regulations risk.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

2. Project delivery

Risk category: Strategic and growth

Risk owner: Group Head of Operations

Link to Company priorities

Overview

Inadequate project delivery, stemming from

factors such as poor planning, stakeholder

management, or resource alignment, can

lead to failure to meet contractual obligations,

potentially leading to customer dissatisfaction.

Background

Many of our Product Lines engage in large-scale,

highly technical projects where consistently

meeting contractual terms and customer

expectations is essential for maintaining strong

relationships and ensuring operational stability.

This has been included as a principal risk given

the importance of effective project governance

and contract management.

Potential impact

Most project delivery issues can be resolved

through effective client relationship

management. However, failure to implement

appropriate mitigation in more severe cases can

lead to increased lead times and costs, customer

dissatisfaction, reputational damage, and even

litigation for breaches of contract terms.

How we monitor and mitigate

• To prevent and reduce project delivery

risks, the Group has a set of contracting

principles which guide contract

negotiations. Any deviation from these

principles is brought before the Investment

Committee for review and approval.

• The business operates a Group-wide project

management office, which delivers best

practice training and guidance across the

Group to ensure projects are started in the

correct manner and monitored appropriately

across their lifetime.

• To facilitate structured project timeline

management, we implement standardised

project governance frameworks, supported

by project management processes and

systems across the Group.

• To manage risk throughout the project

lifecycle, we implement project management

best practices, including the use of project

risk registers and cyclical reporting.

• To enable continuous improvement, we

track customer feedback to ensure early

identification and resolution of potential

delivery issues. Lessons learned and

improvement actions are also considered

centrally to further enhance our processes.

Opportunity

Effective project governance procedures will

drive efficiency across the Group, while

reassuring stakeholders that customer

requirements are being met to a high standard.

3. Product innovation

Risk category: Strategic and growth

Risk owner: Chief Technology Officer

Link to Company priorities

Overview

The Group risks falling behind its competitors

due to insufficient innovation in its product

offerings, which could result in a loss of

market share.

Background

This risk has been introduced this year to

align with our key strategic priority of NPD.

Risk appetite is higher for this risk because

it is critical to our strategy to seek innovation

and be at the forefront of the market, building

a stronger long-term future for the Group.

The Group adopts a progressive risk approach,

positioning itself to take measured risks and

invest in new technologies to drive growth.

Potential impact

A competitor may develop a product that

disrupts the market and makes our current

offerings obsolete or less effective in

comparison. In severe cases, a large proportion

of our customer base may use these products

instead of ours. This could lead to a significant

drop in revenue for the Product Lines affected.

How we monitor and mitigate

• To ensure responsible innovation for each

product, a product design specification

outlining safety and regulatory plans is

submitted for Executive review.

• To foster internal innovation, we’ve

integrated it into our rewards and

recognition offerings via the Big Ideas

portal and IP financial incentives.

• To test that our new designs will deliver

the innovative solutions that are required,

we employ modelling and simulation of

product designs prior to build.

• To ensure we keep ownership of our

innovation, we review intellectual property

as part of each project gate review.

• NPD is integrated into each Product Line

strategy, which is reviewed by the Board.

• To ensure we are kept abreast of the latest

technological developments in our markets,

we engage with third parties, including

consultants, suppliers and universities.

• To accelerate our potential investment

opportunities, we maintain a strong network

of communication by constantly developing

our CVC organisation, keeping abreast of

market trends and requirements.

Opportunity

Seeking risk by investing in new technologies

can enable further long-term income and keep

us ahead of our competitors in the market.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

4. Product quality

Risk category: Strategic and growth

Risk owner: Chief Technology Officer and Group Head of Operations

Link to Company priorities

Overview

The Group is exposed to rework and potential

claims if products or services fail to meet

customer requirements or the required

quality standards.

Background

Product quality has been introduced as

a standalone principal risk to highlight the

need for all products to be safe and adhere

to regulatory standards.

Potential impact

A faulty product or inadequate service may

expose the Group to additional costs in the

form of rework or liability claims. Further

consequences could include reputational

damage, which would impede our ability

to win future custom. Moreover, there could

be financial penalties for failing to adhere

to regulations.

How we monitor and mitigate

• Comprehensive testing and validation

procedures are in place to ensure product

quality meets customer requirements to

identify and mitigate potential issues early.

• For proactive identification and resolution

of product issues, we perform product

lifecycle risk assessments for all products.

• Insurance policies are in place to mitigate

the financial impact of any claims or

product defects.

• Performance management processes

for suppliers, vendors and joint ventures

ensure consistent product quality across

the supply chain.

• To improve safety and ensure product

alignment with customer needs, we

monitor regulatory compliance during

NPD by reviewing product specifications

and through ongoing compliance checks

at project stage-gate reviews.

• To enable consistent customer service

and product quality, we have dedicated

engineering and quality teams that support

manufacturing quality and address

customer issues.

Opportunity

Maintaining robust product quality procedures

will serve to further enhance our reputation for

exceptional product safety.

5. Health and safety

Risk category: Operational

Risk owner: Group Head of HSEQ

Link to Company priorities

Overview

Failure to maintain appropriate internal health

and safety standards could lead to serious

incidents involving physical harm or ill health

to employees and may ultimately result in the

loss of operating licences.

Background

Effective management of health and safety,

including mental wellbeing, is integral to our

strategy, with Exceptional Safety being one

of our core business priorities. The Group

has zero tolerance for any risks or hazardous

behaviours, including minor infractions.

Therefore, for moral, financial and reputational

reasons, it is essential to keep this risk as low

as reasonably practicable.

Potential impact

Failure to maintain appropriate health and

safety standards could lead to the serious

injury or death of an employee, contractor

or other stakeholder. Serious incidents can

result in regulatory investigations and, in turn,

in potential legal claims and financial penalties.

Adverse media coverage could lead to

reputational damage, negatively affecting our

position within the market as an organisation

with exceptional safety standards.

How we monitor and mitigate

• To ensure strong and consistent governance

of health and safety, we have Divisional and

Product Line health and safety Committees

and a Group safety forum, with oversight

provided by the Group Head of HSEQ.

• To embed organisational understanding of

health and safety protocols, we implement

training programmes, including safety

leadership training and the implementation

of James Fisher “house rules” to accompany

the life-saving rules.

• We have insurance in place to mitigate the

financial impact, should an incident occur.

• To monitor incidents and near-misses, we

utilise our central HSEQ incident reporting

system, Intelex, reviewing data and trends

to implement appropriate corrective actions.

• To set appropriate behaviours and protocols,

we have a suite of health and safety policies

and standards, focusing on product quality,

certification, stop work authority, PPE and

life-saving rules.

• We have a programme of internal audits

and Group-wide safety initiatives to

ensure compliance and the continuous

improvement of safety protocols.

• A structured incident-reporting process allows

for timely investigation and corrective actions.

Opportunity

The benefit of strong health and safety

risk management is the solidification of our

reputation as an employer and provider of

products and services with exceptional safety.

This trust strengthens employee confidence

and attracts further custom.

Principal risks and uncertainties continued

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

6. Recruitment and staff retention

Risk category: Operational

Risk owner: Chief HR Officer

Link to Company priorities

Overview

The Group faces the risk of not attracting,

retaining or developing employees, resulting

in high turnover, skills gaps and operational

inefficiencies. This may be caused by factors

such as lack of development opportunities,

poor succession planning, uncompetitive

rewards, or employee disengagement.

Background

We operate in sectors that require staff with

specialised technical expertise. These skilled

and experienced employees are crucial to

our high-quality service delivery. Therefore,

recruitment and staff retention remains

a principal risk as we make further progress

in the implementation of the Group’s

employee strategy.

Potential impact

Poor management of recruitment and retention

could lead to increased recruitment expenses

and attrition due to high turnover and staffing

shortfalls. In more severe scenarios, gaps in

key qualified roles could even lead to inability

to service customers, or in the worst case,

non-compliance with regulations due to skills

gaps and employee error.

How we monitor and mitigate

• To ensure coherent planning and targeted

recruitment and retention, a number of

Board approved initiatives are in place.

• To enable career progression and

strengthen motivation, we provide training

and development programmes, including

soft skills training, such as leadership

programmes.

• To embed career progression for those

on course for leadership roles, we have

a succession planning process to reduce

the need for external recruitment, minimise

single points of failure, and provide clear

plans for progression.

• To maintain the competitiveness of our

reward offering, we perform remuneration

and benefits package benchmarking.

• To maintain and improve engagement

across the Group, we run an annual

employee engagement programme,

acting on feedback. This is supported

by our annual appraisal process.

• To guide continuous improvement, we

regularly monitor and report on satisfaction,

turnover and recruitment metrics.

Opportunity

Effective recruitment and talent management

mean that we have staff with the best technical

and operational expertise. This will in turn

strengthen our position as a market leader,

improving the long-term future of

the business.

7. Climate change

Risk category: Operations

Risk owner: Head of Sustainability, Marketing and Communications

Link to Company priorities

Overview

Climate change continues to shape the

environment in which the Group operates,

influencing both the physical conditions of

our markets and the regulatory landscape.

As climate-related challenges intensify, the

Group must remain resilient and adaptive

to safeguard operational performance and

long-term value creation. Climate change

also presents some opportunities in the energy

transition, as well as the infrastructure

changes needed for society to adapt to live

in an above 1.5°C world.

Background

Climate change is a principal and systemic

risk, due to the significant impacts that the

severity and frequency of extreme weather

events will have across the world and on the

business. There is also a need to embrace

transitional risks and opportunities, in line with

shifting societal and customer demands rising

from evolving climate policies, market dynamics

and the global shift towards a higher temperature

planet and lower-carbon solutions.

Potential impact

Failure to manage the risks presented by

climate change could lead to disruption of

operations, reduced profitability and increased

compliance costs. Going forward, it may

impact our market share and leadership,

damage stakeholder confidence and lead

to reputational harm. This may include

becoming displaced by competitors who

have adapted more effectively to changing

environmental and regulatory conditions

and new technological requirements for

operational delivery.

How we monitor and mitigate

• To facilitate long-term planning, there is

a five-year Group sustainability strategy

covering supply chain, regulatory compliance

and decarbonisation targets. This is supported

by climate data and scenario analysis.

• The Group maintains diversified end markets

and geographic locations to reduce

exposure to climate-related risks.

• To ensure preparedness for extreme

weather events, the Group has embedded

procedures designed to minimise

operational disruptions.

• The Group acts on potential opportunities

in growth markets through investment in

sustainable technology.

• To align with emerging customer and regulatory

requirements, the Group pursues innovation

through investment in low-carbon technologies.

• To enhance strategic decision-making and

monitor progress against decarbonisation

targets, the Group is adopting internal carbon

pricing to highlight the cost of emissions.

Opportunity

The transition to a lower-carbon economy

presents opportunities for the Group to

leverage its marine expertise, technology

development and global footprint to support

emerging markets. Early preparation and

innovation will enable James Fisher to provide

first-to-market solutions and advance the

Group’s position within growth markets.

Enhanced operational efficiency, circular

processes and innovation will also offer the

potential for cost reduction opportunities.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

8. Cybersecurity

Risk category: Technology

Risk owner: Chief Financial Officer

Link to Company priorities

Overview

The Group is exposed to internal and external

cyber threats, such as hacking, phishing and

fraud, which may result in financial losses,

operational disruption and reputational harm.

Background

In the wake of further high-profile cyberattacks

that have received significant media coverage,

adapting to cybersecurity threats remains a

top priority. IT and cybersecurity are critical

for safeguarding the confidentiality and

integrity of sensitive customer and employee

information. Moreover, we continue to adapt

and evaluate our cybersecurity framework to

prevent loss of access to systems, which can

significantly disrupt operations.

Potential impact

Most cybersecurity threats are unsuccessful,

and impacts of successful attacks will vary.

However, in the most serious of cases,

cyberattacks such as ransomware attacks

have the potential to severely disrupt business

systems, causing both financial damage and

operational disruption. Losing access to our

systems and loss of data could severely delay

our service delivery and impair our internal and

external reporting ability. A large-scale attack

could also cause reputational damage from

adverse media coverage.

How we monitor and mitigate

• To protect our systems against cyberattacks,

we employ industry-leading cybersecurity

technologies and controls.

• To enhance organisational awareness of

cyber-threat prevention, we employ regular

cybersecurity training and awareness,

assigned based on employee risk profiles

to ensure targeted education.

• To mitigate the potential damage of a

cyberattack, we have cyber risk insurance

coverage and an emergency response

procedure.

• To test employee awareness, we conduct

regular phishing testing, supported by

additional training for employees who

respond to simulated phishing emails.

• To evaluate the resilience of our IT security,

we conduct annual internal, external and

firewall penetration testing to assess

vulnerabilities, including specific testing

of ransomware defences.

Opportunity

A robust suite of cybersecurity defences,

coupled with proactive testing and review,

allow us to stay ahead of the latest security

threats and maintain business resilience.

9. Financial, liquidity and treasury

Risk category: Financial

Risk owner: Chief Financial Officer

Link to Company priorities

Overview

The Group faces the risk of being unable to

meet its financial obligations due to liquidity

constraints or disruptions in cash flow. This

could be caused by the mismanagement of

financial resources.

Background

The Group places emphasis on maintaining

sufficient liquidity headroom under our debt

facilities and remaining covenant-compliant.

This risk continues to be monitored following

control improvements and a successful

refinancing.

Potential impact

Mismanagement of financial resources poses

a significant risk to the Group, potentially

resulting in breaches of financing covenants.

Such breaches could lead to increased

borrowing costs, less favourable terms in

future financing arrangements, and potential

penalties or termination of existing facilities.

In turn, this may damage the Group’s credit

standing and reputation with lenders, limiting

access to further funding. In severe cases,

particularly where misconduct such as fraud

or bribery is involved, regulatory or criminal

sanctions could also arise.

How we monitor and mitigate

• Our centralised Finance Function monitors

liquidity risk through budgets, forecasts

and regular business performance reviews

to assess financial health and address

emerging risk. This includes daily cash position

monitoring and a rolling 13-week forecast.

• To monitor and review cash management,

the Cash and Working Capital Steering

Committee meets periodically to review

payables and receivables, and monitor

performance against covenants.

• To manage exposure to unfavourable foreign

exchange rates, the Treasury department

reviews the overall FX exposure across the

Group, recommending hedging instruments,

such as forward currency contracts or

interest rate swaps.

• To ensure staff are aware of how to prevent

and report inappropriate financial behaviour,

we run regular training on anti-bribery and

corruption and fraud awareness.

• To ensure proactive reporting of potential

issues, a third party whistleblowing hotline

is available to all employees to report

concerns confidentially.

• For appropriate sign-off for all key financial

decisions, we implement documented levels

of delegated authority across all operating

companies.

Opportunity

Enhanced monitoring of our financial position

enhances our financial reputation, providing

more funding options available to the Group

on more favourable terms.

Principal risks and uncertainties continued

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

10. Breach of laws and regulations

Risk category: Legal and regulatory

Risk owner: Group General Counsel

Link to Company priorities

Overview

The risk that the Group fails to comply

with applicable laws and regulations in

the jurisdictions where it operates. This

includes risks associated with differing legal

frameworks, regulatory change, enforcement

regimes and compliance expectations in

both developed and emerging markets.

Background

The Group operates across diverse end markets

and jurisdictions, and is therefore subject

to a wide array of regulatory frameworks.

Compliance obligations span areas such as

anti-bribery and corruption, competition law,

trade and export controls, data protection,

employment laws, tax, health and safety,

and environmental regulations. Operating

in emerging markets can present heightened

risk due to less mature legal frameworks,

differing cultural and business practices, and

variable enforcement standards. At the same

time, established markets are increasingly

tightening regulatory requirements.

Potential impact

Failure to comply with laws and regulations

could result in significant financial penalties,

fines, or the loss of licences, as well as negative

media coverage. The subsequent reputational

damage may also reduce customer and

stakeholder trust. Non-compliance could trigger

defaults on financial facilities and attract

increased scrutiny from regulators, leading

to potential litigation. Additionally, legal or

regulatory breaches can cause operational

disruption, divert management’s attention

and increase overall compliance costs.

How we monitor and mitigate

• To maintain staff awareness of compliance

obligations and best practices, training

and awareness programmes are in place,

including for anti-bribery and corruption,

sanctions and third party risk management.

• For internal monitoring of compliance,

there is Board oversight of reports and

investigations, ensuring thorough reviews

and timely actions.

• Policies and procedures are in place to

enable consistent operating models across

the Group. This includes a whistleblowing

policy to enable investigation of

whistleblower cases, with protection

against retaliation.

• To prevent and monitor risk of bribery

and corruption, agents and third party

relationships are subject to due diligence,

which is tracked through a dedicated

web-based platform. All agent relationships

require approval by the Investment

Committee.

• To comply with sanctions requirements,

we use tracking systems and conduct

sanctions-checking procedures when

engaging new entities and vessels.

Opportunity

Demonstrating a strong compliance culture

can differentiate us in tenders, partnerships

and customer relationships. Robust

governance and risk management enhance

credibility with shareholders and lenders.

Proactive compliance enables smoother

entry into emerging and regulated markets.

Reputational risks

Reputational risk, which affects the trust and

credibility of the Group and can impact growth

opportunities, may arise from an individual

or combination of principal risks. The Risk

Committee treats reputational risk as a key

consideration when managing mitigations

against the Group’s principal risks.

The Risk Committee monitors key metrics

across various areas that could impact the

Group’s reputation, with a particular focus

on health and safety, activities in emerging

markets, regulatory compliance, product

and services quality, and project delivery.

This oversight ensures that potential risks are

identified and managed effectively, supporting

the Group’s commitment to maintaining high

standards and protecting its reputation.

Emerging risks

Our risk management framework includes

a structured review of emerging risks, which

we define as systemic issues or business

practices that have not previously been

identified, have been identified but have

limited current impact, or have yet to escalate

into a significant concern.

The Risk Committee is responsible for identifying

and monitoring these risks to ensure proactive

assessment and mitigation before they

materialise. This process also considers

potential implications for the Group’s principal

risks. Emerging risk assessments are informed

by regular performance reviews, which track

internal and external macro risk trends,

helping the Group anticipate and respond

to evolving challenges.

Examples of some of the current emerging

risks discussed include continued geopolitical

instability and its potential impact on global

operations, UK budget announcements and

regulatory changes, as well as tariff wars

affecting supply chains and trade. The rise

of artificial intelligence and other disruptive

technologies presents additional risks,

particularly for operational efficiencies and

workforce dynamics. A more volatile security

environment also contributes to increased

uncertainty in certain markets and regions.

By continuously monitoring these risks,

the Group ensures that it remains agile and

well prepared for future challenges. The Group

also monitors potential opportunities that

may be associated with emerging risks.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

A clear understanding of the Group’s

business model, strategic objectives

and principal risks underpins the

Board’s robust assessment of the

Group’s prospects and informs its

formal consideration of the Group’s

viability.

The Group prepares a detailed three-year

budget and plan on an annual basis. The

Directors have, therefore, assessed the viability

of the Group over a three-year period, as this

represents the timeframe that they consider

to be reasonable over which to forecast the

Group’s performance with an appropriate

degree of confidence.

The Board has evaluated the Group’s

detailed three-year financial budget and plan,

considering the Group’s current position, future

prospects and the principal risks that could

affect its performance. This includes a review

of the performance and resilience of each

business, considering growth opportunities,

expansion into new markets and geographies,

macroeconomic and business-specific risks,

and the timing and feasibility of potential

new projects.

The plan is underpinned by a range of

assumptions and sensitivities, which are

reviewed by the Board to ensure that material

risks and opportunities are appropriately

reflected. The Board also considers the impact

of the severe but plausible downside scenarios

described in the going concern statement on

pages 128 to 129, assessing their potential

effect on the Group’s business model, future

performance, solvency and liquidity over

the period.

Viability statement

The Board also considers emerging risks that

may not yet have fully crystallised but which

could, if they were to materialise, have a

material impact on the Group’s operations,

including geopolitical developments, regulatory

change, technological disruption, supply chain

vulnerabilities, shifts in customer behaviour

and the wider macroeconomic environment.

The Board also reviews the strategy of each

business throughout the year, considering the

Group’s current position and prospects over

the coming years. This ongoing review enables

the Board to reaffirm the Group’s overall

strategy and reassess the risks that could

affect its successful delivery.

Cyber security risk, while identified as a principal

risk, has not been modelled as a standalone

scenario in the viability assessment. The Group

maintains preventative and detective controls,

incident response arrangements and insurance

coverage, supported by regular monitoring.

Climate change risk is not expected to have

a significant impact on the Group’s financial

position over the viability assessment period.

However, over the longer term it may present

challenges for the Group’s oil and gas servicing

businesses, while also creating substantial

opportunities for those businesses that

support the wider energy services sector.

The scenarios assessed as part of the going

concern assessment have been extended over

the viability period. Following its review of these

scenarios, the Board considers the Group to be

resilient to the risks outlined above. In the event

of more severe downside scenarios, including

reduced profitability and/or liquidity, the Group

has a range of mitigating actions available,

such as reducing capital expenditure, curtailing

discretionary expenditure and, where appropriate,

pursuing the divestment of businesses and/or

assets. Together, these measures provide

additional financial flexibility and support

the Group’s long-term stability.

As at 31 December 2025, of the £92.5m of

committed facilities, the RCF accounted for

£72.5m. Following the exercise of one of two

one-year extension options, the Group has

extended the RCF term to September 2028.

Subject to lender approval, the second option

could further extend the term to September

2029. The Directors will continue to consider

these extension options and, where appropriate,

explore alternative funding arrangements.

Based on their assessment of the Group’s

prospects and viability, and in accordance

with Provision 31 of the Code, the Directors

confirm they have a reasonable expectation

that the Group will be able to continue to

operate and to meet its liabilities, as they

fall due, for the period to 31 December 2028.

See Our business model on

pages 14 to 15

See Our strategy on pages 16 to 17

See Risk governance framework on

page 66

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

The information set out below, together with the cross-references listed in the table as to where

further information can be found in the main body of the Strategic report, is in compliance with the

Non-Financial Reporting Requirements, as set out in sections 414CA and 414CB of the Companies

Act 2006.

A combination of online and in-person training on all the key policies are carried out across the Group.

All employees, contractors and third parties are encouraged to report any circumstances where

there is a suspected or actual breach of any Group policies, applicable laws, or the high standards

as set out in the Code of Conduct.

All reported incidences of actual or suspected breaches of any of the policies are promptly

and thoroughly investigated.

The Audit and Risk Committee also considers any high-risk areas identified by the Internal

Audit Function or the Group’s legal team.

In 2025 the Group policies were reviewed including the introduction of a Code of Conduct.

(

see page 79 for more information). The Group has developed some of the standards and

procedures that will support and implement the principles governed by these policies and will

continue this work in 2026.

Certain policies, standards and guidelines are published on www.james-fisher.com

Policies or standards or requirements

with which we govern our approach Policy description Additional information and outcomes

Reporting requirements: Business model, non-financial KPIs and principal risks

Description of business model n/a

Our business model on pages 14 to 15

Non-financial KPIs n/a

Non-financial KPIs on page 23

Description and management of principal

risks and impact of business activity

n/a

Principal risks and uncertainties on pages 66 to 73

Reporting requirements: Environmental matters, including climate-related disclosures

Sustainability policy

Sets out how James Fisher is committed to respecting the environment, taking

climate action and contributing to environmental sustainability

Climate-related financial disclosures as defined in section

414CB(2A) Companies Act 2006:

(a) – Governance on pages 45 to 46

(b) and (c) – Risk management on pages 54

(d), (e) and (f) – Climate scenarios, risks and opportunities

and Climate resilience pages 47 to 53

(g) and (h) – Metrics and targets on pages 55

Sustainability in action – Planet on pages 38 to 43

Carbon reduction plan Public climate-related commitments including near-term science-based targets

as part of a wider ambition to be Net Zero by 2050

Group GHG emissions performance on pages 43

Reporting requirements: Employees

Code of Conduct

Sets out and gives details on expected behaviours for our employees

Sustainability in action – People on pages 32 to 34

Sustainability in action – DE&I on page 33

Group health, safety, environment

and security policy

Sets out how James Fisher is committed to respecting health, safety and security

at work

Sustainability in action – Health and safety on page 33

Whistleblowing policy Our whistleblowing policy provides guidance on raising concerns around

suspected illegal or unethical business practice affecting the Group

Governance – Ethics and compliance page 85

Non-financial and sustainability information statement

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Non-financial and sustainability information statement continued

Policies or standards or requirements

with which we govern our approach Policy description Additional information and outcomes

Reporting requirements: Human rights

Modern Slavery Statement

Sets out our zero-tolerance approach to any form of modern slavery

Governance – Human rights and modern slavery on page 85

Supplier Chain Code of Conduct Sets out how we expect our suppliers to behave as our partners and gives

details on how to meet the expected standards

Sustainability in action – Supplier engagement on page 36

Anti-Slavery and Human Trafficking Policy Sets out our approach for the respect of human rights

Governance – Human rights and modern slavery on page 85

Reporting requirements: Anti-bribery and anti-corruption

Anti-Bribery and Corruption Policy Our anti-bribery and corruption policy sets out our expectations, and the mandatory

requirements, of our people in respect of bribery and corruption

Governance – Anti-bribery and corruption policy on page 85

Whistleblowing policy Our Whistleblowing policy provides guidance on raising concerns around

suspected illegal or unethical business practices affecting the Group

Governance – Ethics and compliance page 85

Tax Policy Sets our tax governance framework across the Group

Governance – Tax strategy on page 85

The Strategic report, which has been prepared in accordance with

the requirements of the Companies Act 2006, has been approved

by the Board and signed on its behalf.

Jean Vernet

Chief Executive Officer

12 March 2026

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Governance

78 Introduction from the Chairman

79 Leadership in action

80 Our governance framework

81 Board of Directors

83 –AneffectiveBoard

85 –Beyondtheboardroom

86 Nominations Committee report

89 AuditandRiskCommitteereport

94 Directors’ remuneration report

110 Directors’ report

112 StatementofDirectors’responsibilities

Introduction from the Chairman

Governance

2025 highlights

Strategy and business performance:

• ReviewedandendorsedtheGroup’s

strategyandmediumtermplans

• Deepdiveintothebusinessoperations

inNorway

• MonitoredtheclosureofEnergyDivision

businessesinAfricaandMiddleEast

Culture

• Oversawtheimplementationofthe

OneJamesFisherleadershipvalues

andbehaviours

• Launched the new Code of Conduct

• Engagedwithemployeestounderstand

theirviews,andreviewedtheresults

oftheGroup-wideYourVoicesurvey

Financing

• Oversawthetransitionofbankingservices

followingrefinancingin2024andoversight

ofthedebtcovenants

Investors

• Understandingshareholderviews,

includingfeedbackreceivedthrough

brokersandadvisers

2026 plans

• Overseethetransitionoftheexternalaudit

fromKPMGtoDeloitte

• Continuetochallengetheinternalcontrols

process ahead of reporting on Provision 29

• ReviewtheuseofAIacrossthebusiness

• Monitorprogressonsustainabilityinitiatives

On behalf of the Board, I am pleased

topresenttheCompany’sCorporate

governance report for 2025.

ReflectingontheBoard’sactivities

throughouttheyear,Ibelievethatouractions

demonstrateaCompanymakingprogress

throughitsbusinesstransformationjourney

thatisfocusedoncreatinglong-termvalue

forallourstakeholders.

Thisyear,wehaveadvancedseveralkey

initiatives designed to strengthen governance

andembedacultureofengagementacross

theorganisation.Notably,thedevelopment

oftheOneJamesFisherculture,thelaunch

of our new Code of Conduct, and various

programmestoenhanceemployeeengagement

have provided a strong foundation for our future

growthstrategy.Iamparticularlypleasedwith

thelaunchoftheCodeofConductandwould

encourageyoutoreadmoreon page 79.

TheBoardhasalsocontinuedtofocuson

overseeingtheexecutionoftheGroup’s

transformationstrategy.Itreviewedkey

strategic matters at each Board meeting

andheldanin-depthstrategysessionwith

theExecutiveCommitteeandseniormanagers,

reviewingthemedium-termStrategyand

FinancialPlan,withaclearfocusonpriorities

forfuturegrowth.

TheBoardgreatlyvaluestimespentwith

colleaguesacrosstheGroup,asthese

conversations offer important insight into

businessperformanceandorganisational

culture.Thisyear,theBoardvisitedour

EnergyteaminAberdeen.Weappreciatedthe

opennessofthesediscussionsandwelcomed

theteams’clearenthusiasmfortheDivision’s

future.BoardmembersalsojoinedtheSenior

ManagementConferenceinNovember,and

engagedwithemployeesinBarrow-in-Furness,

whileourEmployeeEngagementNon-Executive

Director,KashPandya,continuedtoleadglobal

employeeforumstoensurethattheBoard

remainscloselyconnectedwithcolleagues’

viewsandexperiences.

FollowingthepublicationoftheupdatedUK

CorporateGovernanceCode(theCode)2024,

theBoardhasreceivedregularupdatesonthe

Group’spreparationstoensurefullcompliance,

particularlywiththechangesimpactingthe

workoftheAuditandRiskCommittee,which

is set out on

pages 89 to 93.Iampleasedto

confirmthatwecomplywiththe2024Codeas

itappliesfortheyearended31December2025.

OurBoardCommitteeshavealsoplayedavital

roleinadvancingkeyaspectsofgovernance

duringtheyear. Readmoreaboutthework

of our Committees on pages 86 to 109.

Thepagesthatfollowsetoutmoreinformation

ontheBoard’sactivities,andIlookforwardto

buildingonthesefoundationsintheyearahead.

Angus Cockburn

Chairman

12 March 2026

At James Fisher, we are

committed to maintaining

high standards of corporate

governance as a platform

for the creation of long-term

value for all our stakeholders.”

Angus Cockburn

Chairman

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Leadership in action

Our Values and Behaviours are at

the heart of everything we do and

underpin the delivery of our strategy.

During the year, the Board has

continued to lead by example and

promote and embed a culture that

supports the delivery of our purpose

and strategy. Through initiatives such

as One James Fisher, Our Valued

Behaviours, the safety-first culture,

Employee Engagement forums

and the launch of our new Code

of Conduct, we have reinforced

expectations around ethical behaviour,

integrity and accountability.

Case study

A clear compass: launching the Code of Conduct

and Valued Behaviours

In2025,wereachedanimportantmilestone

withthelaunchofournewGroup-wideCode

ofConduct,aclearstatementofthestandards

expectedofeveryemployee,partnerand

supplier.Foraglobalbusinessworking

inhigh-riskandhighlyregulatedmarine

environments,arobustCodeofConduct

isessential.Itsetsclearexpectationsfor

behaviour,buildstrustwithstakeholders,and

protectstheCompany’sreputationbyensuring

thatdecisionsaremadesafely,responsibly

andinlinewithinternationalbestpractice.

TheCodeofConductalsooffersaframework

tohelpemployeesnavigatecomplexor

ambiguoussituations,reinforcingaculture

ofaccountabilityacrossallDivisions.

Ratherthanactingasarulebook,theCode

ofConductprovidesclearprinciplesintended

toguidejudgement,supportresponsible

decision-makingandhelpcolleaguesnavigate

complexsituationswithconfidence.Toembed

these expectations, supporting resources,

includingtraining,guidanceandpractical

scenarios,havebeenmadeavailablethrough

ourLearningPlatformandinternalchannels.

Furthermaterialsareplannedfor2026

to ensure our Code of Conduct remains

anintegralpartofhowwework.TheCode

ofConductisalsopubliclyavailableon

theJamesFisherwebsite,reinforcingour

commitmenttotransparencyandresponsible

businessconduct.

Case study

Board engagement with

the workforce

Thisyear,aspartoftheannualBoard

programme, the Board spent time with

employeesintheEnergyDivisionin

Aberdeen,whichhasundergonesignificant

transformation over the past 24 months,

andheldroundtablediscussionswith

employeesfromacrosstheDivision.

TheBoardalsospenttimewithemployees

inBarrow-in-Furness.

ThesevisitsenabletheBoardtoengage

withlocalstakeholdersandouremployees

directly,seeingtheJamesFisherculture

inaction,tounderstandemployees’priorities

andconcerns,aswellasallowingDirectors

tospendmoretimetogetherasagroup.

KashPandya,inhiscapacityastheNon-

ExecutiveDirectorforEmployeeEngagement,

alsovisitedouroperationsinDubaiand

Norwayandmetwithemployeestodiscuss

theirkeyprioritiesbeforefeedingthis

informationbacktotheBoard.

TheintroductionofourValuedBehaviours

inNovember2025–Actwithintegrity,

Pursueexcellence,Thinkcreativelyand

Embraceteamwork–isanintegralpart

of our Code of Conduct, reinforcing how

weworkandthedecisionswemake.

Our Valued Behaviours

Act with

integrity

Think

creatively

Pursue

excellence

Embrace

teamwork

Thesearethefundamentalbeliefsand

guidingprinciplesthatreflectwhoweare

todayandwhoweaspiretobe.Theyinfluence

howwebehave,setprioritiesandengage

witheachother,ourcustomers,suppliers

andcommunities.Aswelooktothefuture

and continue to pursue our purpose of

“HarnessingtheBlueEconomyforfuture

generations”,thesebehaviourshelptoensure

thateverycolleaguecontributestothat

ambitioninaconsistentandaccountableway.

ThelaunchoftheCodeofConductand

ValuedBehaviours,bothshapedandendorsed

bytheBoard,marksanimportantstepin

strengtheningculture,governanceandshared

expectationsacrosstheGroup,reinforcing

JamesFisher’scommitmenttoworkingsafely,

ethicallyandresponsiblyeveryday.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Our governance framework

Shareholders

Chairman

TheChairmanleadstheBoardandisresponsibleforensuringthatitoperateseffectivelythroughconstructivedebateandchallenge.

Board

TheBoardisresponsibleforsteeringtheGroup’spurpose,cultureandvalues,forsettingtheGroup’sstrategicprioritiesandoverseeingtheirdeliveryinawaythatenablessustainablelong-termgrowth,whilemaintaining

abalancedapproachtoriskwithinaframeworkofeffectivecontrols.IthasascheduleofkeymattersthatisalignedwiththeGroup’sdelegatedauthorityframework.TheBoardisassistedinitsdecision-making

bydelegatingcertainresponsibilitiestotheBoardCommittees.

Board Committees

Audit and Risk Committee

Chair:JustinAtkinson

AssiststheBoardinitsoversightand

monitoringoffinancialreporting,monitors

and reviews the effectiveness of the

Group’sinternalcontrolsand

risk management, and assesses the

independenceandobjectivityof

internalandexternalaudit.

See Committee report on page 89

Remuneration Committee

Chair: Inken Braunschmidt

Agreestheremunerationframework

fortheExecutiveDirectors,Executive

Committee and the Chairman and

overseestheremunerationpoliciesfor

thewiderorganisation.Itensuresthe

remunerationpolicyremainsappropriate

andinlinewithregulatorychanges.

See Committee report on page 94

Nominations Committee

Chair:AngusCockburn

Reviewsthestructure,sizeand

composition of the Board and its

Committees(includingskills,knowledge,

diversityandexperience)andadvises

ontheBoardsuccessionplanningand

thatoftheExecutiveCommittee.

See Committee report on page 86

Special Purposes Committee

Chair:AngusCockburn

Thisisanadhoccommitteethatenables

the Board to take decisions outside

thecadenceofregularBoardmeetings

onmattersofamoreroutinenature.

MembershipcomprisestheChair

andtwoExecutiveDirectors.

Disclosure Committee

Chair:AngusCockburn

Assistswithdecision-making

onthehandlinganddisclosureof

insideinformationandcompliance

withapplicablelegaland

regulatorycompliance.

Executive Committee

ResponsibleforsupportingtheCEOintheexerciseofhisdelegatedauthorityfromtheBoardandtheday-to-dayoperationsoftheGroup.Thisincludesfinancialperformance,healthandsafety

andthedeliveryoftheCompany’spriorities,assetbytheBoard.TheDivisionssupporttheExecutiveCommitteeonthedeliveryofthestrategicprioritiesandfinancialperformance.

Investment Committee

Chair:ChiefExecutiveOfficer

Meetsasrequiredtoconsiderinvestmentproposalssubmitted

bytheDivisions.Itreviewsandapprovesthecapitalinvestments

andsignificantcontractualcommitmentsenteredintobythe

Group,inlinewiththedelegatedauthorityframework.

Risk Committee

Chair:ChiefFinancialOfficer

IdentifiesandmonitorsoperationalrisksthroughouttheGroup,and

supportstheinternalcontrolandriskmanagementstrategyandpolicy.

SeePrincipalrisksanduncertaintiesonpages 66 to 73.

Sustainability Committee

Chair:ChiefExecutiveOfficer

OverseestheGroup’ssustainabilitycommitmentsandsupports

theBoardtodefineandimplementtheGroup’ssustainabilitystrategy.

See page 46foradescriptionoftheSustainabilityCommittee’srole

andactivities.

CEO

Responsiblefortheday-to-dayrunningoftheGroup’sbusinessandperformance,andthedevelopmentandimplementationofstrategy.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Board of Directors

 AuditandRiskCommittee

 RemunerationCommittee

Nominations Committee

Chair of Committee

 MemberofCommittee

N A

Angus Cockburn

Non-Executive Chairman and

Chair of the Nominations Committee

Appointment:May2021

Skills relevant to James Fisher:

• Significantexecutiveandnon-executive

listedcompanyexperiencebusiness

leadershipexperience

• Proventrackrecordofleading,growing

andtransformingglobalbusinesses

Career and experience

AnguswasformerlyChiefFinancialOfficeratSerco

GroupplcandAggrekoplc.Hehaspreviouslyheld

rolessuchasManagingDirectorofPringleofScotland,

andseniorfinancepositionsatPepsiCoInc.Hewas

previouslyaNon-ExecutiveDirectorofseverallisted

companies,includingHowdensJoineryGroupplc,

STSGlobalIncomeandGrowthTrustplcandGKNplc.

HeisacharteredaccountantwithanMBAfrom

theIMDBusinessSchoolinSwitzerland,anHonorary

ProfessorattheUniversityofEdinburghandamember

oftheInstituteofCharteredAccountantsofScotland.

External appointments:

SeniorIndependentNon-ExecutiveDirectorand

ChairoftheAuditCommitteeofAshteadGroupplc;

Non-ExecutiveDirectorofBAESystemsplc;Chair

oftheprivatelyownedEdringtonGroupLimited.

Jean Vernet

Chief Executive Officer

Appointment:September2022

Skills relevant to James Fisher:

• Establishedexecutiveleaderwithexperience

inbusinesstransformationandfinance

• Deepunderstandingofbusinessandthemarkets

withinwhichtheGroupoperates

Career and experience

Jeanhasconsiderableexperienceworkingin

theenergyandtechnologysectorsinboththeUK

andaroundtheworld.PriortojoiningJamesFisher,

hewasChiefExecutiveOfficerofSmithsGroup’s

largestdivision,JohnCrane,wherehedroveahighly

effectivegrowthstrategyinabusinessthatoperates

inover50countries.Hehasanengineeringdegree

andspentoveradecadeinvariousfinancialand

market-facingroleswiththeenergyservices

businessSchlumberger.HewasChiefFinancial

OfficerofExpro,whereheplayedakeyrolein

itssuccessfulturnaround.

External appointments:

None.

Karen Hayzen-Smith

Chief Financial Officer

Appointment:December2023

Skills relevant to James Fisher:

• Significantfinancialleadershipexperience,

includinganunderstandingofinvestment

communityneedsandengagement

• Extensiveglobalexperienceintheindustrial,

defenceandenergysectors

Career and experience

KarenwastheDirectorofGroupFinanceatJohnson

Mattheyplc,fromJanuary2020toNovember2023,

whichincludedtheroleofInterimChiefFinancial

Officerforsixmonths.Karen’spreviousrolesinclude

FinanceDirectorfortheAviationsectorofBabcockplc

andavarietyofseniorfinancerolesatVodafoneplc,

HansonplcandAmecFosterWheelerplc.

Karenisacharteredaccountantandqualified

atArthurAndersen.

External appointments:

None.

Claire Hawkings

Senior Independent Director

Appointment:January2022

(SeniorIndependentDirector:November2023)

Skills relevant to James Fisher:

• Significantexperienceintheenergysector,

includingleadingcomplexcommercialtransactions

• ESG/sustainabilityleadershipand

management expertise

Career and experience

Clairehasover30years’experienceintheenergy

sector,wheresheheldavarietyofUKandinternational

leadershippositions,mostrecentlywithTullowOilplc,

andpriortothatwithBGGroupplcandBritishGasplc.

ClaireisanexperiencedESGprofessionalwitha

degreeinenvironmentalstudiesandsignificant

experienceinESGleadership.SheholdsanMBA

fromImperialCollegeManagementSchoolandis

afellowoftheEnergyInstituteandChapterZero.

ClaireisaNon-ExecutiveDirectorofIbstockPlc

andFirstGroupplc.SheisalsoaNon-Executive

DirectorofDefenceEquipmentandSupport,

abespoketradingentityandarm’s-lengthbody

oftheMinistryofDefence.

External appointments:

Non-ExecutiveDirectorandChairoftheSustainability

CommitteeofIbstockPlc;Non-ExecutiveDirector

atDefenceEquipmentandSupport;Non-Executive

DirectorandChairoftheResponsibleBusiness

CommitteeofFirstGroupplc.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Board of Directors continued

 AuditandRiskCommittee

 RemunerationCommittee

Nominations Committee

Chair of Committee

 MemberofCommittee

AAAA

RRRR

NNNN

Justin Atkinson

Independent Non-Executive Director and

Chair of the Audit and Risk Committee

Appointment:February2018(Chairofthe

AuditandRiskCommittee:May2018)

Skills relevant to James Fisher:

• Significantoperational,financialand

internationalexperience

• Substantialexperienceonboardsof

listedcompaniesinbothexecutive

andnon-executiveroles

Career and experience

JustinwasformerlyChiefExecutiveOfficerof

KellerGroupplcfromApril2004toMay2015,having

previouslyheldthepositionofGroupFinanceDirector

andChiefOperatingOfficer.Priortothis,heheld

variousroles,includingFinancialManageratReuters

plc.HewasalsopreviouslyaNon-ExecutiveDirector

ofKierGroupplc,SiriusRealEstateLtdandChair

ofForterraplc.Hehasadeepknowledgeofthe

constructionsector,aswellassignificantoperational,

financialandinternationalexperience.Heisa

CharteredAccountantandqualifiedatDeloitte

Haskins&Sells(nowpartofPwC).

External appointments:

None.

Inken Braunschmidt

Independent Non-Executive Director and

Chair of the Remuneration Committee

Appointment:March2019(Chairofthe

RemunerationCommittee:November2023)

Skills relevant to James Fisher:

• Adeep,valuableunderstandingoftechnology

anddigitaltransformation

• Extensiveexecutiveandnon-executiveexperience

intechnologybusinesseswithglobaloperations

Career and experience

InkenwasChiefInnovationandDigitalOfficerand

memberoftheExecutiveBoardatHalmaplcuntil

2023.PriortojoiningHalmaplcin2017,Inkenspent

13yearsatRWEAG,theGermanenergygiant,

wheresheheldvariousinternationalleadership

roles,focusingparticularlyonstrategy,innovation,

digitaltransformationandchangemanagement.

InkenstudiedInnovation&TechnologyatKiel

UniversityandhasaPhDinTechnologyManagement.

External appointments:

Non-ExecutiveDirectorandChairofRemuneration

CommitteeofXaarplc;Non-ExecutiveDirector

andChairofRemunerationCommitteeof

TTElectronicsplc.

Kash Pandya

Independent Non-Executive Director

and Director for Employee Engagement

Appointment:November2021

(Non-ExecutiveDirectorforEmployee

Engagement:January2024)

Skills relevant to James Fisher:

• Considerableinternationalleadershipexperience

• Strongknowledgeofmanufacturing,service

businessesandworkforceengagement

Career and experience

Kashhassignificantleadershipexperience,having

formerlybeenChiefExecutiveOfficerofHeliosTowers

plc(HTWS),fromAugust2015toApril2022,and

Non-ExecutiveDeputyChairmanfromMay2022to

August2022.HewasalsoChairmanofClimateImpact

Partners,aworld-leadingvoluntarycarbonmarket

group,untilDecember2023.PriortojoiningHTWS,

KashspenteightyearsontheBoardofAggrekoplc,

withresponsibilityformanagingitsEuropeanand

Internationalbusinesses.Hepreviouslyworkedfor

various engineering and manufacturing companies

inanumberofseniorroles,includingJaguar

andFordMotorCompany.

External appointments:

ViceChairmanofSupervisoryBoardofVantage

TowersAG;Non-ExecutiveDirectorofTowerCo

ofAfrica.

Shian Jastram

Independent Non-Executive Director

Appointment:March2024

Skills relevant to James Fisher:

• Significantglobaloperationaland

transformationalleadership

• Renewablessectorexpertise,including

offshorewindandgreenhydrogen

Career and experience

ShianiscurrentlypartoftheExecutiveManagement

ofVioneoHoldingAG,arenewablechemicalcompany,

andhasworkedinavarietyofleadershippositions

atØrsted,oneoftheworld’sleadingrenewableenergy

companies,from2006to2022.WhileatØrsted,

sheheldvariousroles,includingHeadofOperations

Excellence,OffshoreWindandHeadofBusiness

&MarketDevelopment,Power-to-X.Sheledthe

globalmarketscale-upofØrsted’sgreenhydrogen

andrenewablefuelsbusiness.Shianhasadegree

inLawfromtheUniversityofCopenhagenandspent

herearlycareerinM&Aadvisory.

External appointments:

ChiefProcurementOfficer,VioneoHoldingAG.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

An effective Board

Division of responsibilities

Chairman ThereisacleardistinctionbetweentheroleoftheChairman

andtheChiefExecutiveOfficer.TheChairmanoftheBoardis

responsiblefortheeffectivenessoftheBoardindirecting

theGroup,andengagingineffectivedecision-making

ChiefExecutiveOfficer Responsibleforensuringthesuccessfuldeliveryofthe

businessstrategythathasbeendevelopedbytheBoard,

andresponsiblefortheday-to-dayoperationofthebusiness

Senior Independent Director ProvidesasoundingboardtotheChairmanandisavailableto

shareholdersandotherstakeholdersiftherearecausesof

concernthatcannotberaisedthroughtheregularchannels

Non-ExecutiveDirectors Provideindependentoversightandconstructivechallenge

toExecutiveManagementandtheBoardasawhole

ChiefFinancialOfficer SupportstheChiefExecutiveOfficerindevelopingand

implementingthestrategyandisresponsibleforthereporting

ofthefinancialandoperationalperformanceofthebusiness

TheBoard’sroleistooverseethe

executionoftheCompany’sstrategy,

ensuring that it delivers long-term

value for all stakeholders and remains

aligned with our purpose, values and

strategic priorities. In fulfilling this

responsibility, the Board also maintains

a robust governance framework and

ensures that key decisions consistently

reflect the creation of sustainable

value for all stakeholders.

Composition

Duringtheyear,theBoardcomprisedeight

Directors,themajoritybeingIndependent

Non-ExecutiveDirectors.Eachmemberbrings

avarietyofskills,perspectivesandexperience

totheBoardthatfacilitatesconstructivedebate

andtheappropriatelevelofchallengetoensure

thatdecisionsmadearebalancedandinthe

bestinterestsofallstakeholders.

InlinewiththeprovisionsoftheCode

andtheCompany’sArticlesofAssociation,

eachDirectorisrequiredtoseekelectionor

re-electionannuallyattheCompany’sAGM.

Diversity

The Board is committed to ensuring that the

compositionoftheBoardhasthediversity

requiredtobeaseffectiveaspossible.

Diversityisamatterthatweconsiderregularly.

TheBoardDiversityPolicyisavailableonthe

Groupwebsiteandsetsoutouraimstoensure

anappropriatemixofskillsandexperienceon

theBoardaswellasontheBoard’sCommittees.

Asat31December2025,onememberofthe

Boardisfromanethnicminoritybackground

andtwooftheseniorBoardpositions(Senior

IndependentDirectorandChiefFinancial

Officer)areheldbywomen.Furtherdetailsin

relationtodiversity,includingdatain

accordancewiththeListingRulesdisclosure

requirements,canbefoundintheNominations

Committeereport. See page 86.

Independence

The Board is committed to maintaining a high

levelofindependenceinaccordancewiththe

Code.Independenceisassessedannually

againstthecriteriasetoutintheCode,including

tenure,relationships,andpotentialconflictsof

interest.Inparticular,whereaNon-Executive

Directorhasservedformorethansixyears,

the Board undertakes a rigorous review to

confirmtheircontinuedindependence.This

review considers factors such as the Director’s

abilitytoprovideobjectivechallenge,any

significantrelationships,andanycircumstances

thatcouldcompromiseindependentjudgement.

Theseassessmentsreinforcerobustdecision-

making and demonstrate our commitment to

stronggovernanceandaccountabilitytoall

stakeholders.During2025,giventhelength

oftenureofbothJustinAtkinsonandInken

Braunschmidt, the Nominations Committee

assessed their continued independence and

concludedthattheycontinuedtodemonstrate

independenceofthought,judgement

andobjectivity.

AftereachBoardmeeting,Non-Executive

Directorsholdaprivatemeetingwithout

thepresenceoftheExecutiveDirectors,

which provides time for them to discuss

theirviewsprivately.

Conflicts of interest

Allemployees,includingtheBoard,arerequired

tonotifytheCompanyiftheybecomeaware

ofapotentialconflictofinterest.TheBoard

considersconflictsofinterestatthestartof

eachmeetingandformallyreviewsthese

annually.Allconflictsarerecordedinthe

ConflictsofInterestRegister,thatsetsoutany

actualorpotentialconflictsofinterestwhich

havebeendisclosedandthesafeguardsthat

havebeenputinplacetoavoidaconflict.

Raising concerns and whistleblowing

AllDirectorshavetheabilitytoraiseconcerns

abouttheoperationoftheCompanyorabout

akeydecision.Thisincludesconcernsrelating

tocompliance,governanceorethicalmatters.

TheChairmanplaysakeyroleinfacilitating

an open and transparent environment where

suchissuescanbediscussedwithoutprejudice.

Whereappropriate,concernscanalsobe

escalatedthroughformalchannels,including

theSeniorIndependentDirectorortheCompany

Secretary,ensuringthatmattersareaddressed

promptlyandeffectively.Thisapproachreinforces

ourcommitmenttointegrity,accountabilityand

stronggovernancepractices.Nosuchconcerns

wereraisedin2025.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

AlltheDirectorshaveaccesstotheservices

oftheCompanySecretaryandanyDirector

mayinstigateanagreedprocedurewhereby

independentprofessionaladvicemaybe

soughtattheCompany’sexpense.

Inaddition,theBoardensuresthatrobust

whistleblowingarrangementsareinplacefor

thewiderbusiness,enablingemployeesand

otherstakeholderstoraiseconcernsaboutany

suspectedwrongdoing,unethicalbehaviour

orbreachesofCompanypoliciesinconfidence

andwithoutfearofretaliation.

Allemployeeshaveaccesstoour“Speak-Up”

system.Thisispromotedontheintranetand

throughouttheorganisationonnoticeboards.

Thewhistleblowingpolicyprovidesclear

guidanceonhowconcernscanbereported,

includingaccesstoanindependentand

confidentialreportingchannel.TheBoard

oversees the effectiveness of these

arrangementsandreceivesregularreports

onwhistleblowingactivitytoensurethat

issuesareinvestigatedpromptlyandthat

appropriateactionsaretaken.

Time commitment and

external appointments

TheBoardrecognisesthevaluableexperience

that Directors gain from serving on other

boardsandthebenefitsthatthisbringstothe

Company.Whenconsideringnewappointments,

theBoardcarefullyreviewseachDirector’s

externalcommitmentstoensuretheyhave

sufficienttimetodischargetheirresponsibilities

effectively.Thenumberofexternalappointments

ismonitoredandmustbeapprovedbythe

Board to safeguard the time commitment

requiredfortheirroleatJamesFisher.This

assessmentisalsoincorporatedintothe

annualperformancereviewprocess.The2025

performancereviewconfirmedthatallDirectors

continued to devote sufficient time to their

roles.Furtherinformationissetoutinthe

NominationsCommitteereport.

TheBoardmetseventimesintheyear,as

setoutintheattendancetableonthispage.

Performance review

The performance of the Board is reviewed

annually.In2024,theBoardundertookan

externallyfacilitatedperformancereview;

therefore,in2025aninternalreview

wasundertaken. Readmoreonpage 87.

Meeting attendance

Board members Board Audit and Risk Remuneration Nominations

JustinAtkinson 7/7 6/6 4/4 3/3

Inken Braunschmidt 7/7 6/6 4/4 3/3

AngusCockburn 7/7 n/a n/a 3/3

ClaireHawkings 7/7 6/6 4/4 3/3

KarenHayzen-Smith 7/7 n/a n/a n/a

Shian Jastram 7/7 6/6 4/4 3/3

KashPandya

6/7 5/6 3/4 2/3

JeanVernet 7/7 n/a n/a n/a

1 KashPandyawasunabletoattendtheAuditandRiskandNominationsCommitteemeetingsheldinJuly2025andtheBoardand

RemunerationCommitteemeetingsinOctober2025,duetounavoidablepriorworkcommitments.

An effective Board continued

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

The Board oversees the key

governance policies and frameworks

across the Group and some, but not

all, are highlighted below.

Ethics and compliance

ThroughourGrouppolicies,standards,

procedures,controlsandguidance,weseek

toestablishconsistentethicalbusiness

behaviours,standardsandpracticesacross

ourorganisation.OurGrouppolicies,procedures

andguidancearemadeavailabletoallemployees

ontheinternalintranet.Allemployees,Directors

andofficersareexpectedtocomplywithour

GroupCodeofConductandassociatedpolicies,

standardsandproceduresaswellasall

applicablelawsandregulations,regardless

oflocation.Duringtheyear,theBoardled

thelaunchofthenewCodeofConductand

ValuedBehaviours. See page 79.

Anti-bribery and corruption policy

Ourcustomers,shareholders,partnersand

colleaguesexpectthehigheststandardsof

ethicalconduct.Wesupportouremployees

inunderstandingtheirresponsibilitytoact

ethicallyandincompliancewithallapplicable

anti-briberyandcorruptionlawsand

regulations.OurAnti-BriberyandCorruption

policymandatesazero-toleranceapproachto

briberyandcorruptioninallitsforms.TheBoard

and senior management team ensure that there

isatop-levelcommitmenttoanti-briberyand

corruptioncompliance,whichiscommunicated

throughouttheGroupthroughtheAnti-Bribery

andCorruptionprogramme.Theprogramme

isdesignedtoidentify,manageandmitigate

corruptionrisks,ensuringcompliancewith

allrelevantlegalandregulatoryrequirements,

andincorporatestheassociatedpoliciesand

standards,onlineandface-to-facetraining,

risk assessment and ongoing monitoring and

assuranceactivities.AllGroupemployees

arerequiredtocompletetheAnti-Bribery

andCorruptiontrainingannuallyandtocertify

thattheyunderstandandwillcomplywiththe

CodeofConduct.

Ourthirdpartyduediligenceprogrammehas

beenexpandedin2025beyondthirdpartysales

agentsandjointventurepartnersfollowingthe

launchofthenewBusinessPartnerstandard,

toensurethatawidercategoryofthirdparties

whoworkwiththeGrouparesubjectedtoarisk

assessmentandduediligence.TheBusiness

Partnerstandardissupportedbyduediligence

undertakenthroughabespokeweb-based

platform,whichrequiresallGroupbusinesses

tosubmittheirbusinesspartnersforassessment

andrisk-basedduediligence,managed

centrallybytheEthicsandComplianceteam.

Delegated authority framework

TheBoardhasestablishedaclearframework

ofdelegatedauthoritiestoensureeffective

decision-makingandaccountabilityacross

theGroup.WhiletheBoardretainsresponsibility

formattersreservedtoit,forexampleStrategy,

capitalstructure,financingandcapital

investments,certainoperationalandfinancial

authoritiesaredelegatedtotheExecutive

Directors and senior management through

formalschedulesofdelegation.These

authoritiesarereviewedregularlytoensure

theyremainappropriateandarestillaligned

withtheCompany’sstrategy,governance

standardsandriskappetite.

Health, safety, environment and

security policy

HealthandsafetyistheCompany’stop

priorityandtheGroupactivelystrivesforthe

continuousimprovementofhealthandsafety

intheworkplace.Thispolicysetsoutouraimto

provideahealthyandsafeworkingenvironment

forallouremployeesandtoensurethesafety

ofothersaffectedbyouroperations.TheGroup

recognisesitsresponsibilitytoprotectthe

environmentforthebenefitofall.Thispolicy

representsadeclarationofourintentand

commitmenttominimisetheenvironmental

impact of our activities, our consumption

ofrawmaterialsandourproductionofwaste.

Human rights and modern slavery

Wearecommittedtorespectinghumanrights

inallactivitiesundertheGroup’sdirectcontrol.

Weexpectouremployees,suppliersand

businesspartnerstoupholdhighstandards,

andweworkcontinuouslytostrengthenour

systemstoreducetheriskofslaveryandhuman

traffickinginouroperationsandsupplychain.

OurHumanRightsStatementsetsoutour

approachtoresponsiblebusiness,covering

anti-corruption,theenvironment,ourworkplace,

supplychain,localcommunitiesandproducts.

ThiscommitmentissupportedbyourCodeof

Conductandtheglobalpoliciesandprocesses

withinourOperationalFramework,allofwhich

areregularlyreviewed.

InlinewiththeUKModernSlaveryAct,we

publishanannualModernSlaveryStatement

outliningourcommitmentsfortheyear,which

isavailableonourwebsite.

Tax strategy

Wemanageourtaxaffairsresponsiblyand

transparently,complyingwithallrelevant

legislationwhileconsideringtheGroup’s

reputationandcorporateresponsibilities.

Althoughwehaveadutytominimiseourtax

burden,wedosoonlyinwaysthatalignwith

ourcommercialobjectives,legalobligations

andethicalstandards.TheBoardreviews

andapprovestheGroup’staxstrategy,which

isavailableonourwebsite.

Beyond the boardroom

Board governance statements

Compliance with the UK Corporate

Governance Code

The Board recognises that good corporate

governanceisanimportantelementinhelping

promotethelong-termsustainablesuccessof

theCompany,generatingvalueforshareholders

andcontributingtowidersociety.The2024Code

(availableinfullatfrc.org.uk)appliedtothe

Companythroughouttheyear(withtheexception

ofProvision29,whichappliesfrom1January2026,

withProvision29ofthe2018Codeapplicable

throughouttheyear).

TheBoardispleasedtoconfirmcompliance

withallapplicableprinciplesandprovisionsofthe

2024Codethroughouttheyear.Furtherdetailsof

ourapplicationofthe2024Codecanbefound

within this section, together with the Directors’

remunerationreport.

See pages 94 to 109,

andtheDirectors’report.

See pages 110 to 111,

aswellascross-referencestorelevantsections

ofthiswiderreport.

TheBoardandAuditandRiskCommitteehave

beenpreparingfortheupcomingchangesunder

the2024Coderelatingtointernalcontrols.

See page 93 formoreinformation.

Section 172 of the Companies Act 2006

Ourformalstatementisdisclosedonpage 57.

Fair, balanced and understandable

TheDirectorsconfirmthattheyconsiderthis

AnnualReportandAccounts,takenasawhole,

isfair,balancedandunderstandableandprovides

theinformationnecessaryforshareholdersto

assesstheCompany’sposition,performance,

businessmodelandstrategy.

Further information is set out on page 92.

Audit Committees: minimum standard

TheAuditandRiskCommitteefollowedthe

principlesoftheFinancialReportingCouncil’s

Minimum Standard when undertaking the audit

tenderduringtheyear.TheAuditandRisk

Committee report sets out further information

onthetenderprocess.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Nominations Committee report

2025 highlights

• Discussionsregardingsuccessionplanning

for the Board and senior management

• Monitoredthewiderorganisation’stalent

developmentpipeline

• ReviewedtheintroductionofthenewJames

FisherLeadershipDevelopmentProgramme

• LeadtheinternalBoardPerformance

Reviewprocess

• RefreshedskillsmatrixfortheBoard

aspartofNon-ExecutiveDirector

successionplanning

2026 plans

• Continuedfocusonsuccessionplanning

for the Board and senior management

I am pleased to present the

Nominations Committee report for

2025, together with an overview of the

Committee’sactivitiesduringtheyear.

Throughout 2025, our primary focus

has been on succession planning and

overseeing key initiatives to strengthen

the talent development pipeline.

Talent development and

succession planning

The Committee is committed to ensuring that

theGrouphastherightmixofskills,experience,

diversityandleadershipcapabilitytodeliver

itslong-termgrowthstrategy.AstheGroup

movesintothelatterstagesofitstransformation

journey,wereviewedseveralnewinitiatives

aimedatbuildingadiversepipelineoftalent

acrosstheorganisation.TheChiefHROfficer

andHeadofTalentManagementprovidedan

updateontheextendedtalentreviewprocess,

highlightinghowfutureleadersarebeing

identified and supported through targeted

developmentprogrammes.Akeymilestone

thisyearwasthelaunchoftheJamesFisher

LeadershipProgramme,whichplaysapivotal

roleinshapingtheleadersoftomorrow.

Furtherdetailsontheleadershipdevelopment

programmecanbefoundon page 33.

SuccessionplanningfortheNon-Executive

Directorsisalsoakeyareaofresponsibility

fortheCommittee.TheBoardmonitorstenure

andreviewspotentialdeparturedates,based

on the Code recommendations that directors

donotservemorethannineyearsontheBoard.

The Committee has undertaken an exercise to

reviewtheskillsontheBoardtoensurethata

broadrangeofexpertise,includingthoseareas

criticaltoJamesFisher,isrepresentedonthe

Board.Thisreviewwillguidetherecruitment

strategyforanynewappointmentsasthe

Companyentersthenextchapterofits

turnaround and growth phase, taking into

accountthechallengesandopportunities

ahead.TherewerenochangestotheBoard

duringtheyearto31December2025.

Duringthecomingyear,JustinAtkinsonwill

approachnineyearsofserviceontheBoard.

InlinewiththeCode,theBoardhasreviewed

histenureaspartofitssuccessionplanning

andperformancereviewprocesses.Toprovide

continuity,theBoardanticipatesthathewill

continuetoserveasaDirectoruntilthe

2027AGM.

Diversity on the Board and beyond

TheBoardfirmlybelievesthatdiversitydrives

strongerbusinessperformanceandunderpins

sustainablegrowth.Weremainfocused

on improving representation within senior

leadershiprolesandJamesFishercontinuesto

takemeaningfulstepstofosteramoreinclusive

workplaceandencourageadiversetalent

pipeline. SeeDE&Ionpages 32 to 34.

Board performance review

Thisyear,theBoardandCommittee

performancereviewswereconductedinternally

andconcludedthattheBoardandCommittees

continuetooperateeffectively.Anumber

ofactionswereidentified,andyoucanread

aboutthison pages 87 to 88.

Angus Cockburn

Chair of the Nominations Committee

12 March 2026

Nominations Committee members

Membership Since

AngusCockburn(Chair) 2021

JustinAtkinson 2018

Inken Braunschmidt 2019

ClaireHawkings 2022

Shian Jastram 2024

KashPandya 2021

AllmembersoftheCommitteeare

IndependentNon-ExecutiveDirectors.

SeeMemberbiographiesonpages 81

to 82.

TheCompanySecretaryactsasSecretaryto

theCommittee,andmembersoftheExecutive

Managementareinvitedtoattendmeetings.

TheCommitteemetthreetimesintheyear.

See meeting attendance on page 84.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

6/8

8/8

4/8

7/8

Sector specific

Finance

Operations

Ex CEO/CFO

Sustainability

Strategy

International

Number of individuals0 8

Skills of the Board

Committee responsibilities

ThemainobjectiveoftheCommitteeisto

ensurethattheBoardismadeupofboth

ExecutiveandNon-ExecutiveDirectorsthat

haveabroadrangeofknowledge,skillsand

experience to ensure the team works together

effectivelyindischargingitsresponsibilities.

It keeps the composition of the Board under

reviewanditalsoreviewstheleadershipneeds

ofthewiderorganisation.Italsooverseesthe

proceduresinplaceforonboarding,training

andevaluatingDirectors.TheCommittee’s

roleandresponsibilitiesaresetoutinthe

termsofreferencewhichareavailable

ontheCompany’swebsiteat

www.james-fisher.com

Board composition and

succession planning

Asat31December2025,theBoardcomprised

eightDirectors,includingtheNon-Executive

Chairman,ChiefExecutiveOfficer,Chief

FinancialOfficerandfiveIndependent

Non-ExecutiveDirectors.Thenamesand

biographicaldetailsofthemembersofthe

Board are set out on pages 81 to 82.The

Committeeregularlyreviewsthestructure,size

and composition of the Board and recommends

anychanges.ItleadstheprocessforBoard

appointments and makes recommendations to

theBoardwithinitsagreedtermsofreference.

Appointmentsaremadehavingregardtothe

balanceofskillsandexperienceofcurrent

DirectorsaswellasthediversityoftheBoard

inrespectofmultiplecharacteristics,including

gender,thoughtandethnicity.TheCommittee

adoptsaformal,rigorousandtransparent

procedure for the appointment of new

Directors to the Board, working with

independentexecutivesearchconsultants.

FollowingtheBoardperformancereviewin

2024, the Committee was satisfied that the

currentmembershipoftheBoardcontinuesto

alignwiththestrategicneedsoftheCompany,

and no appointments to the Board were

proposedin2025.

TheCommitteekeepssuccessionplanning

forseniormanagementunderregularreview.

Duringtheyear,theChiefHROfficerbriefed

theCommitteeontheGroup’stalentreview

andactionsundertakeninrelationtothe

Group’sseniorleaderstoensureadiverse

pipelineandeffectivesuccessionplanning

fortheBoardandExecutiveCommittee.

The expected time commitment of the Chairman

andtheNon-ExecutiveDirectorsissetout

atthetimeofappointment.Onappointment,

the Committee assesses existing commitments

toensurethattheindividualhasthecapacityto

takeontherole.Similarly,furtherappointments

shouldnotbeacceptediftheymayaffectthe

Director’sabilitytomeettheexpectedtime

commitmentoftheCompany,andnew

appointmentsshouldbediscussedwiththe

Boardpriortoacceptance.Noadditional

appointmentswereconsideredintheyear.

Independence

EnsuringBoardindependenceisparamount,

asitsafeguardsagainstconflictsofinterestand

promotestransparentdecision-makingthatis

alignedwiththebestinterestsoftheCompany.

Assuch,theBoardcontinuestofollowtheclear

guidelinesforidentifying,addressingand

resolvingconflictspromptly.Directorsannually

declareanyactualorpotentialconflictsof

interestandaregivenanopportunityatthe

start of each Board and Committee meeting

todeclareanyarisingconflicts.

During2025,giventhelengthoftenureof

bothJustinAtkinsonandInkenBraunschmidt,

the Committee assessed their continued

independenceandconcludedthatthey

continued to demonstrate independence

ofthought,judgementandobjectivity.

TheBoarddeemedtheNon-Executive

Chairmantobeindependentatthetime

of his appointment and the Board considers

allotherNon-ExecutiveDirectorstobe

independentunderthetermsoftheCode.

Director induction,

training and development

TheCommitteeisresponsiblefortheformal

inductionofallnewDirectors,assistedbythe

CompanySecretary,andanexampleofatypical

inductioncanbefoundinpreviousAnnual

Reports.AlthoughtherewerenoDirector

appointmentsduringtheyear,theinduction

programmecontinuestobereviewed

andrefreshedregularlytoensureallnew

Directorsareprovidedwiththenecessary

informationandmaterialstofulfiltheirduties.

Beyondtheirinduction,Directorsareencouraged

torequestadditionalinformationonspecific

areasofthebusinessastheyseefit.Inorder

toensurethatBoardmemberscontinueto

strengthentheirunderstandingofthebusiness

andtheGroup’soperations,atleastonesite

visitayearisheld.Thisyear,theBoardvisited

theEnergyDivisioninAberdeen.

Readmoreonpage 79.

In addition to these site visits, the Board received

trainingduring2025onthesustainability

regulatoryenvironmentandtheuseofAI

inthevarioussectorsinwhichweoperate.

Directors standing for re-election

TheCommitteediscussedandunanimously

recommended that each of the Directors

shouldbeputforwardforre-electionby

theshareholdersattheAGMscheduledfor

13May2026.Inmakingthisrecommendation,

theCommitteemembershaveevaluatedeach

Director in terms of their performance, their

commitmenttotheroleandtheircapacityto

dischargetheirresponsibilitiesinaneffective

manner, given their other time commitments

andresponsibilities.

Board performance review

The Board carries out a Board and Committee

performancerevieweachyearand,having

undertakenanexternalreviewduringthe2024

financialyear,conductedaninternalreviewin

2025.Aseriesofquestionsweredesignedand

completedviasurveybytheBoardmembers,

withtheresultsdiscussedbytheCommittee.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Nominations Committee report continued

The Committee noted the progress on the

actions from the previous review, which

includedreviewingtheagendastoallowfor

moretimetobespentonstrategicmatters,

developingacadenceofreportingonstrategic

initiatives, reviewing the training needs of the

Boardandprovidingenhancedemployee

engagementopportunitiesforBoardmembers.

Buildingonthesethemes,theresultsofthe

2025reviewandactionswereasfollows:

• ReviewtheinformationtheBoardreceivesto

ensure papers are more targeted and address

keystakeholderissuesmoreclearly

• RefreshtheBoardskillsmatrixtolookatthe

criteriaforanyfutureBoardrecruitment

• Continue to enhance the opportunities for

employeeengagementforBoardmembers

• Increasevisibilityofkeycustomer

relationshipsandopportunities

Followingtheperformancereview,the

CommitteebelievesthattheBoardfunctions

effectivelyandthateachDirectordemonstrates

theknowledge,abilityandexperiencerequired

tosupporttheCompany’slong-termsuccess.

TheCommitteealsoconsidersthatnoindividual

orsmallgroupofindividualsdominates

discussionsorthedecision-makingprocess.

Diversity

The Committee recognises the importance

ofdiversityinallitsforms,includingdiversity

ofthought,skills,ethnicity,culturalbackground

and experience, in the effective functioning and

decision-makingoftheBoard,itsCommittees

andthewiderorganisation.

TheBoardDiversityPolicyacknowledgesthe

importanceofdiversityandincludesanexplicit

requirementtotakeintoaccountdiversity

when considering new appointments to the

Board.Diversityisalsoakeypriorityacross

theGroup,andtheCommitteereceived

updatesduringtheyearontheprogressmade

inincreasingtheinternationalandgender

diversityoftheGroup’sseniormanagement

group.TheCommitteewaspleasedtosee

ExecutiveManagementincreaseto50%female,

upfrom33%femaleat31December2024.

TheCompanyiscommittedtocontinued

improvement of the gender and ethnic mix

intheleadershippopulation.

OnbehalfoftheBoard,theCommitteeis

pleasedtoconfirmthat,asat31December

2025,allthreeofthetargetscontainedwithin

theBoardDiversityPolicyhavebeenmet:

• Atleast40%oftheBoardbeingwomen

• AtleastoneoftheseniorBoardpositions

beingheldbyawoman

• AtleastonememberoftheBoardbeing

fromanethnicminoritybackground

Detailednumericalinformationonthegender

andethnicityrepresentationontheBoardand

ExecutiveManagementasat31December2025

issetoutinthetable,inaccordancewithUK

ListingRule6.6.6.Thedatawascollectedvia

individualquestionnairesaspartofanannual

declarationprocessandobtainedonavoluntary

self-reportedbasis.

Gender

Number of

Board members

Percentage

of the Board

Number of

senior positions

on the Board

(CEO, CFO,

SID and Chair)

Number in

Executive

Management

Percentage

of Executive

Management

Men 4 50% 2 6 50%

Women 4 50% 2 6 50%

Notspecified/

prefernottosay

– – – – –

Ethnic background

Number of

Board members

Percentage

of the Board

Number of

senior positions

on the Board

(CEO, CFO,

SID and Chair)

Number in

Executive

Management

Percentage

of Executive

Management

WhiteBritishorother

White(including

minority-whitegroups)

7 88% 4 12 100%

Mixed/Multiple

EthnicGroups

– – – – –

Asian/AsianBritish 1 12% – – –

BlackAfrican/

Caribbean/

BlackBritish

– – – – –

Other ethnic group – – – – –

Notspecified/

prefernottosay

– – – – –

1 ForthepurposesoftheUKListingRules,“ExecutiveManagement”isdefinedastheExecutiveCommitteeormostsenior

executiveormanagerialbodybelowtheBoard,includingtheCompanySecretarybutexcludingadministrativeandsupport

staff.AtJamesFisher,“ExecutiveManagement”,thereforecomprisestheExecutiveCommitteeandtheCompanySecretary

(eventhoughtheCompanySecretaryisnotamemberoftheExecutiveCommittee).

Gender representation and ethnic background as at 31 December 2025

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Audit and Risk Committee report

2025 highlights

• Materialriskreviews,togetherwiththe

review,challengeandrefinementofthe

principalrisksanduncertainties,including

the assessment of emerging risks

• Runningandconcludingacompetitive

tender for the appointment of a new

externalauditor

• Reviewandchallengeofkeyaccounting

judgementsandestimates

2026 plans

• Overseeing the activities associated

withtheexternalauditortransition

• AssesstheeffectivenessoftheGroup’s

riskandcontrolsystemsinpreparation

for reporting on Provision 29

The purpose of this report for the

year ended 31 December 2025 is to

provideasummaryoftheCommittee’s

activities during the year, and to

provide assurance to shareholders

that the Committee has discharged

its responsibilities effectively.

TheCommitteehasanimportantrolewithinthe

governanceframeworkofmonitoringtheintegrity

oftheCompany’sfinancialandnon-financial

reporting, reviewing its risk management and

internalcontrolprocedures,andassessingthe

independenceandeffectivenessoftheInternal

AuditFunctionandtheexternalauditprocess.

Committee activities during the year

TheCommitteeprovidedoversightoftheGroup’s

riskandcontrolmonitoringsystems,ensuring

thatindividualmaterialriskswereassessedon

acyclicalbasis.Thisapproachenabledmore

comprehensivescrutinyandfacilitatedin-depth

discussionsofthewiderriskframework,helping

toensurethatemergingandprincipalriskswere

appropriatelyconsidered,challengedand

effectivelymitigated.

In preparation for reporting against Provision 29

oftheUKCorporateGovernanceCode2024,

whichrequiresaBoarddeclarationonthe

effectivenessofriskmanagementandinternal

controls,theCommitteecontinuedtomonitor

progressontheinternalcontrolsenhancement

programme.During2025,significantprogress

wasmade,withkeymilestonesachieved,

includingstrengtheninginternalteams,

upgradingsystemsandfurtherdeveloping

theGroup’scontrolframework.

One of the Committee’s most significant

activitieswasoverseeinganexternalaudit

tender.Aspreviouslyreported,KPMGwillreach

themaximumpermittedaudittenureof20years

bytheendofDecember2027;however,the

Committeeelectedtobringthetenderprocess

forwardbyoneyear.Inthelasttwoyears,the

Companyhasmadesubstantialimprovements

toitsfinancialandoperationalprocesses,

controls,financialreportingcapabilityandrisk

management.Theseimprovementsgavethe

CommitteeconfidenceintheGroup’sability

tomanageanearliertransitionand,having

considered the transition options for either

theDecember2026or2027yearend,

theCommitteeconcluded,throughthetender

process,thattheGroupiswellplacedtoadopt

anearliertransition.

During the tender, the Committee undertook

athoroughevaluationofeachfirm’saudit

methodology,understandingofthebusiness,

globalreach,teamcompositionandability

toprovidearobustchallengetomanagement.

Followingthisevaluation,theCommittee

recommendedDeloittetotheBoard.TheBoard

willrecommendtheappointmentofDeloitteat

theAGMfortheyearending31December2026.

Adetailedexplanationofthetenderprocessis

provided.

See page 92.

Finally,asKPMGcompleteitsfinalyearas

theCompany’sauditor,Iwouldliketoexpress

ourgratitudeandthankstothemanyKPMG

teams for their support and constructive

challengethroughouttheirtenure.

Performance review

Iampleasedtoreportthatfollowingan

internalreview,theBoardconsidersthatthe

Committeecontinuestocarryoutitsduties

effectivelyFurtherinformationregardingthe

reviewprocesscanbefoundintheNominations

Committeereport. See page 87.

Justin Atkinson

Chair of the Audit and Risk Committee

12 March 2026

Audit and Risk Committee members

Membership Since

JustinAtkinson(Chair) 2018

Inken Braunschmidt 2019

KashPandya 2021

ClaireHawkings 2022

Shian Jastram 2024

AllmembersoftheCommitteeare

IndependentNon-ExecutiveDirectors.

SeeMemberbiographiesonpages 81

to 82.

TheCompanySecretaryactsasSecretaryto

theCommittee,andmembersoftheExecutive

Managementareinvitedtoattendmeetings.

TheCommitteemetsixtimesintheyear.

See meeting attendance on page 84.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Audit and Risk Committee report continued

Committee composition and operation

TheAuditandRiskCommitteemeetingsare

attendedbyCommitteemembers,theCompany

Chairman,ChiefExecutiveOfficer,ChiefFinancial

Officer,GroupGeneralCounsel,Company

SecretaryandGroupFinancialController,

togetherwithrepresentativesfromtheexternal

andinternalauditors.Followingmostmeetings,

theCommitteeholdsprivatesessionswith

boththeexternalandinternalauditors,without

managementpresent.TheChairofthe

Committeealsoholdsregulardiscussions

withtheleadpartnerfromtheexternalauditor,

KPMG,andtherelevantpartnerfromtheinternal

auditor,PwC,onmattersrelatingtotheGroup,

particularlyinadvanceofeveryCommittee

meeting.TheBoardconsidersthatthe

Committeememberscollectivelypossess

thebroadrelevantfinancialandcommercial

experiencenecessarytodischargetheirduties

andholdcompetenciesrelevanttothesectors

inwhichtheGroupoperates.TheChairofthe

Committeehassignificantrelevantfinancial

experience, is a chartered accountant, and

formerlyservedasFinanceDirectorofaFTSE-

listedcompany,withextensiveexperienceof

chairingAuditCommitteemeetingsforother

FTSEcompanies.

The Committee met six times during 2025,

withmeetingsscheduledtoalignwiththe

Company’sexternalfinancialreporting

obligations. SeeCommitteemember

meeting attendance on page 84.

The2025internalevaluation,conductedby

the Board, confirmed that the Committee

continuestooperateeffectively,withno

significantmattersraised.

TheCommittee’sroleandresponsibilities

are set out in the terms of reference, which

werelastupdatedinFebruary2025andare

availableontheCompany’swebsiteat

www.james-fisher.com.

Key responsibilities

Financial and narrative reporting

• Reviewofthehalfyearandfullyearfinancial

statementsandresultsannouncements,

includinginvestorpresentations

• Evaluationofkeyaccountingjudgements

and estimates

• Reviewofmanagement’sconsideration

ofvariousFinancialReportingCouncil

(FRC)thematicreviewsandfinancial

reporting guidance

• Reviewofthegoingconcernandviability

statements,andevaluationofthe

underpinningfinancialplansandassumptions

• ReviewoftheAnnualReportand

Accounts,ensuringthatitisfair,balanced

andunderstandable

External audit

• Assesstheexternalauditplanandstrategy

• Receiveupdatesfromexternalauditors

on audit progress

• Reviewtheexternalauditor’sreport

forthehalfyearandfullyearresults

• Evaluatetheeffectivenessoftheexternal

auditor,includingconsiderationoftheFRC’s

AuditQualityReviewfindings

• Approvethefeefortheexternalauditor

• Managetheexternalaudittenderprocess

Internal controls and risk management

• Receiveupdatesonprogressinenhancing

theGroup’sriskmanagementframework,

includingin-depthreviewsofselected

principalrisks

• Reviewupdatesontheinternalcontrols

enhancementprogrammeanditsalignment

with the risk management framework

• Assessandchallengemanagementonthe

Group’sprincipalandemergingrisks

Internal audit

• Approvetheinternalauditplan

• Reviewinternalauditreportsonprogress

andactivities,inlinewiththeauditplan

• Evaluatetheeffectivenessofthe

internalauditor

• Challengemanagementtoaddress

internalcontrolissuesidentifiedthrough

internalauditreviews

Financial reporting, significant

issues and accounting judgements

Actingindependentlyfrommanagementis

afundamentalelementoftheAuditandRisk

Committee’srole,ensuringthatshareholders’

interestsareproperlyprotectedinrelation

tofinancialreporting.Whenpreparingthe

accounts, certain areas require management to

exercisejudgementormakeestimates,andthe

Committeeevaluateswhetherthesejudgements

andestimatesarereasonableandappropriate.

TheCommitteelookscarefullyatthoseaspects

ofthefinancialstatementsthatrequire

significantaccountingjudgementsorwhere

thereisestimationuncertainty.

Indoingso,italsoreviewstheclarityof

disclosures,compliancewithfinancialreporting

standards,andadherencetorelevantfinancial

andgovernancereportingrequirements,while

consideringtheviewsoftheexternalauditor,

confirmingthatthejudgementsmadeby

managementwererobustandsupportable.

Forallthemattersdescribedbelow,the

Committeeconcludedthatthetreatment

adoptedinthe2025financialstatements

wasappropriate.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Significant issues and accounting judgements

Significant area Review and outcome

Impairment of goodwill

Keyestimatesaremaderegardingtheassumptionsusedincalculatingthediscountedcashflow

projectionstovaluethecashgeneratingunits(CGU)containinggoodwill.Thesekeyassumptions

includemanagement’sestimatesofbudgetsandplans,aswellasthediscountratesandlong-term

growthratesappliedtoeachCGU.

Wereviewedareportfrommanagementoutliningthemethodologyused,theassumptionsmade

andanysignificantchangescomparedtoprioryears.Thebudgetunderpinningmanagement’s

analysiswasreviewed,includinganassessmentofassociatedrisksandopportunities.We

challengedmanagementontherationalebehindkeyassumptionsandsensitivities,suchas

discountratesandgrowthrates,usedindeterminingthediscountedcashflows,ensuringtheir

reasonableness.Additionally,KPMGreporteditsobservationstous.Weconcludedthat

management’skeyassumptionsanddisclosuresarereasonableandappropriate.

Retirement benefit obligations

Keyestimatesaremadeinrelationtotheassumptionsusedtovalueretirementbenefitobligations

underShorestaff,MNOPFandMNRPFpensionschemes,includingthemortalityrate,discountrate

andinflation.Thekeyassumptionsarebasedonrecommendationsfromindependentqualified

actuaries.

Wereviewedareportfrommanagementsummarisingthekeyassumptionsusedtovaluethe

threeretirementbenefitplans.Theseassumptionswereinformedbyinputfromindependent

qualifiedactuariesandassessedbyKPMGforreasonableness.Weconcludedthatthe

assumptions,accountingtreatmentandassociateddisclosureswereappropriateforthe

Group’sretirementbenefitobligations.

Provisions and contingent liabilities

Considerationisgiventodeterminingprovisionsintheaccountsfordisputesandclaimsthat

arisefromtimetotimeintheordinarycourseofbusiness,aswellastodeterminingappropriate

disclosuresforalternativeperformancemeasuresandcontingentliabilities.

Wereceivedareportfrommanagementoutlininginformationondisputesandclaims,including

theiraccountinganddisclosureimplications,whichweresubjecttochallengeanddiscussion.

Claims,uncertainties,andotherprovisionswereanareaoffocusforKPMG,whoreportedtheir

findingstous.Weconcurredwithmanagement’sconclusionsregardingprovisioningand

contingentliabilitydisclosures.

Going concern and viability statement

Considerationisgiventotheappropriatenessofdisclosures,particularlyinrelationtothe

severebutplausiblescenariointhegoingconcernassessment.

TheCommitteereceivedreportsandanalysispreparedbymanagement,incorporatingtheexternal

auditor’sreviewandobservations.Theseincludedkeyassumptionsusedinthesensitivities

appliedtodeterminetheseverebutplausiblescenario,aswellastheresultsfromreverse

testing.TheCommitteealsoconsideredthedisclosuresrelatingtotheoutcomeofthisstress

assessment.Additionally,theCommitteereviewedthelong-termviabilityoftheGroup,which

includedassessingrisks,thecurrentfundingmodelandstressedscenarios.TheGoingconcern

andviabilityperiodswerereviewed,consideringtheimpactoftherefinancingcompletedduring

theyear.TheCommitteeissatisfiedthatthegoingconcernbasisofpreparationremains

appropriateforthefinancialstatementsandthatsufficientdisclosureshavebeenprovided

regardingtheseverebutplausiblescenario.TheCommitteeisalsosatisfiedthattheGroupis

abletomeetliabilitiesoveratleastthreeyears,whichisanappropriatetimeframeforassessing

theviabilityoftheGroup.

Alternative performance measures (APMs) and adjusting items

Considerationisgiventotheappropriatenessofclassifyingcertainitemsasadjusting

ornon-underlying,inrelationtotheinclusionofAPMsandtheassociateddisclosures.

TheCommitteecarefullyconsideredthejudgementsappliedindisclosingAPMsandadjusting

items,asoutlinedinNote5ofthefinancialstatements.Adjustingitemsincludeimpairment

charges,refinancingcosts,restructuringcostsandothernon-recurringexpensesincurred

outsidethenormalcourseofbusiness.TheCommitteesoughttoensurethatthetreatment

adheredtoconsistentprinciplesandinternalpoliciesandthatthedisclosureswereclearand

understandable.Therationaleforpresentingcertaincostsasnon-underlyingwasalsosubject

tochallenge.TheCommitteeconcludedthatmanagementhadappropriatelyclassifiedcosts

withinadjustingitemsinarrivingatunderlyingmeasures.

See pages 144 to 148

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Audit and Risk Committee report continued

Fair, balanced and understandable

InassessingwhethertheAnnualReportand

Accountsisfair,balancedandunderstandable,

andprovidesthenecessaryinformationfor

shareholderstoevaluatetheCompany’s

performance,strategyandbusinessmodel,

theCommittee,usingitscollectiveexperience

andin-depthknowledgeoftheGroup,has

consideredtheGroup’smarkets,strategy,and

performancethroughouttheyear.Additionally,

the Board has reviewed the content of the

AnnualReportandAccounts,otherperiodic

financialstatements,andannouncements,

taking into account the recommendations of the

AuditandRiskCommittee.Keyconsiderations

oftheAuditandRiskCommitteehaveincluded

consistencybetweenthefinancialstatements

andthenarrativeinthefronthalfoftheAnnual

ReportandAccounts.TheCommitteealso

focusedonachievinganappropriatebalance

inreportingweaknesses,challengesand

difficulties,particularlyconcerningtheGroup’s

principalrisksanduncertainties,asoutlinedon

pages 66 to 73,alongsidesuccesses,inan

openandtransparentmanner.

External audit performance

TheAuditandRiskCommitteerecognises

thatthequalityofanauditisofparamount

importance.TheCommitteecontinually

assessestheperformanceoftheexternal

auditor,KPMG,beginningattheinitialplanning

stage,wheretheauditplan,proposedstrategy,

approach,objectives,significantriskareas

and other areas of focus are discussed, drawing

oninputfromtheGroup’sseniormanagement,

andcontinuingthroughtotheconclusionof

theaudit.Annually,theCommitteeconducts

aformalassessmentoftheexternalauditor’s

performancebasedonitsownobservations

andthefeedbackfromtheGroup’ssenior

management.Theassessmentconsiders

therelationshipbetweentheexternalauditor

andtheGroup,theexternalauditor’sknowledge

oftheGroup’sbusiness,itscapabilities,the

planningandexecutionoftheaudit,thefees

charged,andindependence.Theresultsof

thisreviewwereconsideredbytheCommittee

anddiscussedwithKPMG,withthemain

areasoffocusidentifiedasauditplanning,

the effectiveness of the interim audit and the

timelinessofresolvingjudgementalmatters.

Financial Reporting Council review

Aspartofitsroutinereviewprogramme,the

FRCreviewedthe2024AnnualReportand

Accounts.TheFRCdidnotidentifyanymaterial

issues.TheCommitteewelcomedthisoutcome,

notingthatitreflectsthesubstantialstrengthening

oftheCompany’sreportingandcompliance

processessincethelastcorrespondencein

November2022relatingtothereviewofthe

2021AnnualReportandAccounts.Minor

disclosureenhancementsrecommended

bytheFRChavebeenreflectedinthe2025

AnnualReportandAccountswhereapplicable.

TheFRCstatedinitsletterthatitsreviewwas

basedsolelyontheAnnualReportandAccounts

anddidnotbenefitfromdetailedknowledgeof

theJamesFisherbusinessoranunderstanding

oftheunderlyingtransactionsenteredintoand

thatitsletterprovidednoassurancethatthe

AnnualReportandAccountswerecorrectinall

materialrespects;theFRC’srolewasnotto

verifytheinformationprovidedbuttoconsider

compliancewithreportingrequirements.

External auditor appointment

and tender

KPMGwasfirstappointedastheCompany’s

externalauditorin2008andre-appointed

in2017,followingacompetitivetender.KPMG

willreachthemaximumpermittedtenureof

20yearsbytheendofDecember2027.

AsoutlinedintheAuditandRiskCommittee

Chairman’sletter,theCommitteedecidedto

conductaformalexternalaudittender,with

the intention to review the transitioning for the

December2026or2027yearend,subjectto

shareholderapprovalatthenextAGM.Aswe

progressed through the tender process, it was

determinedthattheDecember2026yearend

wouldbetheappropriatetimeforthetransition.

ThetenderwasoverseenbyaSelection

Committee,chairedbytheCommittee

Chairman,andcomprisingtwoAuditandRisk

CommitteemembersandtheChiefFinancial

Officer, and was conducted in accordance

withtheFRC’sAuditTenders:NotesonBest

Practice.Keyelementsoftheselectioncriteria

includedmarketandbusinessknowledge,audit

quality,internationalteamcompositionandthe

useoftechnologyforaneffectiveaudit.

The Committee issued an invitation to tender,

outliningtheformalprocessandselection

criteria,whichweredesignedtobetransparent

andnon-discriminatory.Threefirmswere

invited,allofwhichparticipatedandone

ofwhichwasanon-BigFourfirm.

Participating firms received consistent,

detailedCompanyinformationandundertook

sitevisitsandengagedwithDivisionaland

functionalleadsacrossfinanceandnon-finance

areas.Avirtualdataroomwasmadeavailable,

andformalreferenceswereobtainedforthe

proposedleadauditpartners.Theseinteractions

enabledtheCommitteetoassesseachfirm

againsttheselectioncriteria.

Allthreefirmsdeliveredpresentationsandwere

scoredagainsttheCommittee’scriteria.The

Committeewasimpressedbythecommitment

andqualitydemonstratedbyeachfirm.

However,basedontheoutcomeofthescoring

process,Deloittewasrecommendedtothe

BoardastheCompany’sexternalauditorfor

thefinancialyearending31December2026,

subjecttoshareholderapproval.Feedback

wasgiventotheothertwotenderingfirms.

Followingthetender,theCommitteeconfirmed

thatDeloittehadthecapabilityandcapacity

todeliverahigh-qualityaudit.Atransitionplan

fromKPMGtoDeloittehasbeenestablished,

whichtheAuditandRiskCommitteewill

oversee.Deloittehassinceshadowedthe

2025audittofamiliarisethemselveswithkey

issuesaheadoftheir2026audit.Theirformal

appointmentwillbeproposedtoshareholders

atthenextAGM.

External auditor fees

Detailsoftheexternalauditor’sremunerationfor

2025 are set out in Note 8 on page 153.The

audit fee for 2025 has decreased compared

with2024,primarilyduetoefficienciesinthe

auditprocess,thesmallersizeoftheGroup

followingdisposalsduring2024,andimproved

auditreadinessanddisciplineacrosstheGroup.

TheCompanyhascompliedthroughoutthe

financialyearunderreview,anduptothe

date of this report, with the provisions of the

StatutoryAuditServicesforLargeCompanies

MarketInvestigation(MandatoryUseof

CompetitiveTenderProcessesandAudit

CommitteeResponsibilities)Order2014.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

External auditor independence

and objectivity

TheAuditandRiskCommitteeacknowledges

thatcertainnon-prohibitedworkisbest

undertakenbytheexternalauditor.To

safeguardtheexternalauditor’sobjectivity

andindependence,theCommitteehasapolicy

onengagingtheexternalauditorfornon-audit

services.Thispolicyincludesarequirement

forapprovalbytheCommitteeChairifthe

permittedservicesexceedathresholdof

£20,000orfortheCommittee’sapprovalif

thepermittedservicesexceedathresholdof

£100,000.TheCommitteereviewsthepolicy

annuallyandrecommendsittotheBoardfor

approval.Inaccordancewithrelevantaudit

regulationsandstandardspublishedbytheFRC,

theCommitteehasnotengagedtheexternal

auditoronmattersrestrictedbythose

regulationsandstandards.Feesforpermitted

work(includingtheInterimStatement)have

beenapprovedbytheCommittee.KPMGwere

notinstructedtocarryoutanyprohibited

non-auditservicesduring2025.

Risk management and internal controls

TheBoardhasoverallresponsibilityforthe

Group’sriskmanagementandinternalcontrol

systems,includingfinancial,operationaland

compliancecontrols.TheAuditandRisk

CommitteeoperatesonbehalfoftheBoard,

activelychallengingtheGroup’srisk

managementandinternalcontrolsystems,

conductingin-depthriskreviews,and

overseeingtheworkofbothinternaland

externalauditors.

TheAuditandRiskCommitteereceived

reportsoninternalcontroldeficiencies,

primarilyidentifiedthroughinternalauditsand

theinternalcontrolsenhancementprogramme.

Theexternalauditcontinuestohighlightthe

informalnatureofmanyoftheGroup’scontrols

and,duringtheyear,identifiedcontrol

deficiencies together with recommendations

forimprovement.TheCommitteereviewsall

suchreportswithbothinternalandexternal

auditorsandholdsrelevantmanagementteams

accountabletoensurethatappropriateand

timelyactionsareidentifiedandimplemented.

Controldeficienciesaregraded,andanaction

planwithassociatedtimeframesisagreedupon

withtherelevantmanagementteam.Progress

againsteachplanisreportedtotheCommittee

onanongoingbasisuntiltheactionsare

fullycompleted.

TheBoard,throughtheAuditandRisk

Committee,formallyreviewstheeffectiveness

oftheGroup’sinternalcontrolprocessesatleast

annually.Duringtheyear,theBoardreviewed

theenhancementsmadetotheGroup’scontrol

environmentasdescribedaboveandwas

satisfiedwiththeimprovementsdelivered

duringtheyear.

FollowingthepublicationoftheUKCorporate

GovernanceCode2024,theCompanyembarked

onare-scopedinternalcontrolsenhancement

programmetoensurethattheBoardwillcomply

withtheProvision29fortheyearending

31December2026.TheCommitteecontinued

itsoversightoftheGroup’spreparations

toensurecomplianceagainsttheCode’s

recommendationsandprogressontheinternal

controlsenhancementprogramme.Theroadmap

toachievingregulatorycompliancehasbeena

keyareaoffocusduringtheyearandprogress

remainsontrack.

Internal audit

TheInternalAuditfunctionisresourcedbyPwC,

andtheAuditandRiskCommitteeisresponsible

forreviewingandapprovingtherisk-based

reviewsacrossarangeofbusinessareasthat

makeuptheInternalAuditPlaneachyear.The

scopeofeachinternalauditreviewisagreed

uponbymanagementandreviewedbythe

Committeetoensurethatkeyareasforeach

businessareaddressed.Intotal,13internal

auditswereundertakenin2025(2024:13),one

ofwhichwasafollow-upfromtheprioryear.

Reportsrelatingtotheinternalauditswere

presented to the Committee for review, shared

with senior management for action, and

providedtotheexternalauditorforinformation.

Duringtheyear,PwCcarriedouttargetedrisk

reviewsinpayrollandHR,ERPimplementations,

thecarbonmanagementframework,andthe

Treasuryfunction.Theyalsocompleted

businessreviewsacrossFendercare,Defence,

CattedownandScantechOffshore.Inaddition,

reviewswerecarriedoutonoff-payrollworker

arrangementsandontheExecutiveCommittee’s

adherencetotheCompany’sbusinesstravel

andexpensespolicies.

TheactionsidentifiedbyInternalAuditwere

followedupwithmanagementtoensure

appropriate actions were taken to mitigate

theassociatedrisks.Seniormanagementhas

continuedtofocusonimprovingthecontrol

environmentthroughthetimelyclosureof

auditactions.TheeffectivenessoftheGroup’s

InternalAuditfunctioniscontinuallyreviewed,

includingthroughanannualformalreview

undertakenbytheCommittee,withfeedback

fromGroupbusinessesandfunctionsthat

havebeensubjecttointernalauditduring

theyear.During2025,itwasagreedtomove

toaco-sourcingmodelwithPwCtostrengthen

thecontrolcapabilityinternally;thismodel

willbeestablishedduring2026.

ESG reporting

TheglobalESGregulatoryreportingenvironment

continuestoevolve.TheCommitteereceived

anupdateontheCompany’scurrentcompliance

position and forward roadmap, supported

byaregulatorybriefingfromlegaladvisers.

TheCommitteewassatisfiedthattheGroup

remainedcompliantwithmandatoryreporting

frameworks,whilenotingongoingwork

tostrengthencarbonfootprintreporting

processesandcontrolsthatsupporttheGroup’s

decarbonisationstrategyanddisclosures.

Key objectives for 2026

Keyobjectivesforthecomingyearinclude

overseeing the activities associated with

theexternalauditortransitionandreviewing

Deloitte’sauditstrategy.TheCommitteewill

alsocontinuetoassesstheeffectivenessofthe

Group’sriskandcontrolsystemsinpreparation

forcompliancewithProvision29byDecember

2026.Afurtherprioritywillbethecontinued

programmeofdeep-divereviewsofmaterial

risks,includingfraudrisk.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Directors’ remuneration report

2025 highlights

• Assess performance against the targets

set for the 2024 annual bonus awards

• Set the targets for the 2025 annual bonus

• Assess performance against the targets set

for the 2022 LTIP awards and determining

vesting levels

• Agree the award levels and performance

targets for the 2025 LTIP awards

• Agree the Chairman’s fee

2026 plans

• Implement the current Policy to incentivise

and reward continued progress against

the strategy

• Undertake a triennial review of the Directors’

Remuneration Policy to ensure this remains

fit for purpose for 2027 to 2029

I am pleased to present the

Remuneration Committee report for

2025, together with an overview of the

Committee’s activities during the year.

Key objectives

The Committee’s objectives are to create

a fair, equitable and competitive total reward

package that supports the Group vision and

strategy; and to ensure that rewards are

performance based, encourage long-term

shareholder value creation and are

straightforward to communicate and operate.

Key responsibilities

• Designing the Remuneration policy

• Implementing the Remuneration policy

• Ensuring the competitiveness of reward

• Designing the incentive plans

• Setting incentive targets and determining

award levels

In discharging its responsibilities, the

Committee seeks to ensure that its policy

and practices remain consistent with the

six factors previously set out in Provision 40

of the 2018 UK Corporate Governance Code:

clarity, simplicity, discouraging inappropriate

risk through remuneration design, predictability,

proportionality and alignment to culture. Further

details of how our policy and practices seek to

align to these factors are set out in last year’s

Annual Report.

In this report

Remuneration policy report

This summarises the Directors’

Remuneration Policy that was approved by

shareholders at the 2024 AGM. In keeping

with the remuneration reporting regulations

with which the Group is required to comply,

the Committee will be conducting a review

of the current remuneration policy during

2026. We will be engaging with shareholders

on the proposed policy ahead of putting

this to a binding shareholder resolution

at the 2027 AGM.

Annual report on remuneration

This section details payments and awards

made to the Directors, and the link between

Company performance and remuneration,

during 2025 and explains how we intend

the Remuneration Policy will operate for

2026. This part of the report will be put

to an advisory vote at the 2026 AGM.

Membership

Since

Inken Braunschmidt

(Chair since 9 November 2023) 2019

Justin Atkinson 2018

Claire Hawkings 2022

Shian Jastram 2024

Kash Pandya 2021

All members of the Committee are

Independent Non-Executive Directors.

Member biographies can be found on

Governance on pages 81 to 82.

The Company Secretary acts as Secretary

to the Committee, and members of the

Executive Management are invited to

attend meetings. The Committee met

four times in the year.

See meeting attendance on page 84

Remuneration Committee members

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Pay and performance in 2025

The Committee is pleased to note James Fisher’s strong progress in its recovery and strategy

transformation during 2025. This progress includes further structural improvements delivering

increases in like-for-like underlying operating margin and return on capital employed, as well as

targeted investment in product and geographic expansion in key growth sub-segments within

Energy and Defence to help unlock the next chapter of growth aligned to our strategic priorities.

Performance outcomes against our primary financial measures were as follows:

• Underlying operating profit from continuing operations of £28.6m

• Operating cash flow (as defined for incentive purposes) of £86.6m

• Underlying earnings per share of 20.2p

Executive Directors’ bonus potential for 2025 was set at 125% of salary, with 50% based on

underlying operating profit, 25% on operating cash flow and 25% based on the achievement

of strategic objectives. As set out on

page 102, the formulaic achievement of the stretching

targets set at the start of 2025 warranted a bonus payout of 93.4% of maximum. The Committee

assessed this result in the context of the Group’s underlying performance and concluded that

it fairly reflected the significant contribution of each of our Executive Directors to the Group’s

ongoing recovery, as well as the progress against its transformation objectives (including its

ESG roadmap). In this context, the Committee resolved not to exercise any discretion with

respect to the formulaic 2025 bonus outcome.

Awards granted under the LTIP in 2023 are ordinarily eligible to vest in 2026, subject to

the achievement of pre-defined three-year performance targets. Based on actual earnings

per share (EPS) and ROCE performance to 31 December 2025, and an estimate based on

total shareholder return (TSR) to 28 Feburary 2026 (the TSR performance period runs to April

2026), the 2023 LTIP awards are currently expected to partially vest on the third anniversary of

grant.

The award made to Karen Hayzen-Smith on her joining the Group in December 2023 will vest

on the third anniversary of grant to the same extent determined for other 2023 LTIP awards.

To the extent these vest, the awards held by Jean Vernet and Karen Hayzen-Smith are subject

to a two-year post-vesting holding period.

Further details of the targets and achievement against them for the annual bonus and LTIP

are set out on pages 102 to 103.

2026 Remuneration

A summary of the proposed application of the Remuneration policy for 2026 is set out below:

• Salary: Jean Vernet’s and Karen Hayzen-Smith’s salaries were increased by 3% from 1 April 2026

(to £611,050 and £394,450 respectively). This increase was in line with the average increase for

the UK workforce.

• Pension: No change to the pension contributions received by the Executive Directors which, at

7.5% of salary, are in line with the maximum pension contribution available to other UK employees.

• Annual bonus: This will continue to be based 50% on underlying operating profit, 25% on operating

cash flow, and 25% on strategic objectives. The maximum bonus opportunity remains unchanged

at 125% of salary, with one-third of any bonus payable to be deferred into shares for two years.

• LTIP: In early 2026, I wrote to shareholders representing ~78% of the Group’s share capital to

consult on a proposal to increase the LTIP award opportunity in 2026 by 25% of salary, to 200%

of salary for the CEO and 175% of salary for the CFO. This change is viewed by the Committee

to appropriately sharpen the alignment of executive reward to the next stage of the Group’s

transformation and its medium-term growth ambitions. The core award opportunity (of 175% and

150% of salary for the CEO and CFO, respectively) will be based 30% on three-year cumulative

EPS, 25% on relative TSR, 25% on ROCE and 20% on strategic objectives. The incremental

opportunity will be linked to cumulative EPS targets extending beyond the top end of the range

for that element of the core award opportunity and, in response to shareholder feedback, an

underpin based on the Committee’s assessment of the quality of those earnings taking into

account ROCE performance. I am grateful for the indications of broad support from those

shareholders that I engaged with as part of this process. Details of the specific targets to apply

are set out on

page 109.

• Non-Executive Director fees: The fees payable to the Chairman and Non-Executive Directors

are set out on

page 108.

The Committee is grateful for the strong shareholder support at the 2025 AGM for the advisory

resolution to approve the Annual Report on Remuneration. We remain committed to effective and

regular engagement with our shareholders in relation to remuneration, and hope that we can count

on your continued support.

In 2026, alongside the annual advisory resolution to approve the Annual Report on Remuneration,

we are seeking shareholder approval for new LTIP rules. These are largely unchanged from our

existing LTIP rules, which expire this year, except for minor updates to reflect prevailing good

practices. We are also proposing to simplify the dilution limits contained therein to a single limit

of 10% in any 10-year period, in line with recent changes to investor guidance. I hope you will join

me in supporting the remuneration-related resolutions at the AGM on 13 May 2026.

Inken Braunschmidt

Chair of the Remuneration Committee

12 March 2026

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Remuneration policy report

Overview of Directors’ Remuneration policy

James Fisher and Sons plc operates in a competitive international environment. To continue to

compete successfully, the Committee considers that it is essential that the level and structure of

remuneration and benefits achieve the objective of attracting, retaining, motivating and rewarding

the necessary high calibre individuals at all levels of the business. The Company therefore sets

out to provide competitive remuneration to all of its employees, appropriate to the business

environment in those countries in which it operates.

The Remuneration policy, as a significant contributor to competitive advantage, is designed to

support the Company’s corporate strategy, and to align with the Company’s Valued Behaviours

of act with integrity, embrace teamwork, think creatively and pursue excellence.

A cohesive reward structure with a timely pay review process, consistently applied to all employees

and with links to corporate performance, is seen as critical in ensuring all employees can associate

with, and are focused on, the attainment of the Company’s strategic goals. Accordingly, the

remuneration package for the Executive Directors is reviewed annually. Where an Executive

Director’s responsibilities change during the course of a year, the Committee will consider

whether a review is appropriate, outside of the annual process.

Executive remuneration reviews are based upon the following principles:

• Total rewards should be set at appropriate levels to reflect the competitive market in which

the Company operates, and to provide a fair and attractive remuneration package

• Reward elements should be designed to reinforce the link between performance and reward.

The majority of the total remuneration package should be linked to the achievement of

appropriate performance targets that promote long-term value creation through transparent

alignment with our corporate strategy

• Executive Directors’ incentives should be aligned with the interests of shareholders. This is

achieved through setting performance targets to reward an increase in shareholder value and

through the Committee’s policy to encourage share ownership by Executive Directors

How the Directors’ Remuneration policy relates to the wider Group

The Remuneration policy set out within this report provides an overview of the structure that

operates for the Executive Directors in the Group. Employees below Executive Director level have

a lower proportion of their total remuneration made up of incentive-based remuneration, with

remuneration driven by market comparators and the impact of the role of the employee in question.

Participation in long-term incentives is reserved for those judged as having the greatest potential

to influence the Group’s delivery of strategy and Group performance. The Committee considers

pay and conditions across the workforce when reviewing and setting the Executive Director

Remuneration policy.

During 2025, members of the Committee engaged with employees on a number of matters

(more detail on

pages 57 and 79), including while attending offsite engagement sessions.

Any feedback on remuneration received through this and other engagement channels (such

as our Engage platform) is presented to, and discussed by, the Committee at its next meeting

and informs decision-making at both a Group and business level.

How shareholders’ views are taken into account

The Committee takes an active interest in stakeholder views on our Executive Remuneration policy

and its operation, and is particularly mindful of the perspectives of shareholders. At the 2024 AGM,

the Remuneration policy was supported by a significant majority of shareholders and similarly

high levels of support were received in 2024 and 2025 for the advisory vote to approve the annual

report on remuneration. As described in the Annual Statement, the Committee engaged

shareholders in early 2026 on proposed revisions to the LTIP structure for 2026, within existing

Policy limits. Shareholder feedback from that process informed the Committee’s final decisions in

this regard, including to introduce a discretionary underpin on the incremental award opportunity

linked to the quality of earnings. The Committee will continue to engage with shareholders,

including later in 2026 on the Committee’s proposals for the policy to be tabled for approval at

the 2027 AGM, in line with the triennial policy review cycle with which we are required to adhere.

We will also continue to respond to shareholder queries as they arise.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Directors’ remuneration policy

The following pages set out a summary of the Remuneration policy, set out in full in the 2023 Annual Report and approved by shareholders at the 2024 AGM. This policy took effect from that date for a

period of up to three years. Minor amendments have been made to the presentation of the policy, including to update: (i) the data used in the pay-for-performance scenarios; and (ii) page references.

Element Purpose and link to strategy Operation Maximum Performance targets

Salary

To attract, retain, motivate

and reward the necessary

high-calibre individuals to

the Board

Salaries are a fixed annual sum and payable

monthly in cash

Salaries are reviewed each year, recognising

the individual’s performance and experience,

developments in the relevant employment market

and having regard to the Group’s performance,

as well as comparing each Executive Director’s

salary to market data

No prescribed maximum salary or salary increase

Salaries are set for each Executive Director within a

range around the market median for similar positions

in appropriate comparator companies. The Committee

is also guided by the general increase for the

employee population, although increases may be

higher or lower than this to recognise, for example,

an increase in the scale, scope or responsibility

of an individual and/or performance

Not applicable

Pension

To offer competitive

retirement benefits

Executive Directors are eligible to join the Group’s

defined contribution scheme, receive a Company

contribution into a personal pension scheme or be

paid a cash supplement in lieu of pension

Up to 7.5% of salary (in line with contribution level

available to the UK workforce)

Not applicable

Benefits

To offer competitive benefits Provision of a company car or cash alternative, life

assurance and healthcare insurance. Other benefits

may be provided where appropriate. These benefits

do not form part of pensionable earnings

No prescribed maximum Not applicable

Annual bonus

To incentivise and reward

the Executive Directors

to deliver annual financial

and operational targets

Payable on the achievement of financial and strategic

objectives. Non-pensionable

One-third of any bonus will be deferred into shares,

with deferred share awards vesting after two years

Dividend equivalent payments may be awarded

(in cash or shares) on deferred shares that vest

Malus and clawback provisions operate

Up to 125% of salary The majority of the bonus

potential is based on

financial targets derived

from the annual plan; the

balance of the bonus

potential is based on

strategic objectives

LTIP

To align the interests of

the Executive Directors

with the Group’s long-term

performance, strategy and

the interests of shareholders

Annual grant of conditional share awards.

Non-pensionable

A two-year post-vesting holding period applies

to awards granted to Executive Directors

Dividend equivalents may be awarded

(in cash or shares) on shares that vest

Malus and clawback provisions operate

Up to 200% of salary Sliding scale targets linked

to financial, share price

and/or strategic metrics

No more than 25% of an

award vests at threshold,

increasing to 100% vesting

at maximum

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Remuneration policy report continued

Element Purpose and link to strategy Operation Maximum Performance targets

ownership

To ensure alignment between

the interests of Executive

Directors and shareholders

Executive Directors are required to retain half of

the shares vesting after tax under the LTIP and

deferred bonus until the guidelines are met

Post-cessation guidelines apply. In determining

the relevant number of shares to be retained

post-cessation, shares acquired from own

purchases will not be counted

In employment:

200% of salary for all Executive Directors

Post-cessation:

100% of the “in employment” requirement,

until the second anniversary of cessation

(or the actual shareholding if the guideline

has not been met at cessation)

Not applicable

Sharesave

To encourage share ownership

and align the interests of all

employees and shareholders

An all-employee share plan As per prevailing HMRC limits Not applicable

Non-Executive

Directors

To provide fees to reflect

the time commitment and

responsibilities of each role

in line with those provided

by similarly sized companies

Fixed annual fee, paid quarterly in cash.

Normally reviewed annually. The Committee

determines the Chairman’s fees. The Chairman

and Executive Directors determine fees for the

other Non-Executive Directors

No prescribed maximum fee or fee increase,

although fees are limited by the Company’s Articles

of Association. Fee levels are guided by market

rates, time commitments and responsibility levels

Not applicable

Notes:

1 The choice of the performance metrics applicable to the annual bonus reflects the Committee’s belief that any incentive targets should be appropriately challenging and tied to the delivery of both financial and strategic objectives.

2 LTIP performance conditions are selected based on the delivery of long-term returns to shareholders and the Group’s financial growth and are consistent with the Company’s strategy. Where operated: (i) TSR performance is monitored by an independent adviser;

and (ii) EPS and ROCE are derived from the audited financial statements.

3 The Committee operates its share plans in accordance with the plan rules and the Listing Rules. The Committee, consistent with market practice, retains discretion over a number of areas relating to the operation and administration of the plans (e.g. treatment

of awards for leavers or on a change of control and/or adjustments to performance targets).

4 The Committee retains the right to exercise discretion to override formulaic outcomes and ensure that the level of bonus or LTIP awards payable is appropriate. It may use its discretion to adjust outcomes to ensure that any payments made reflect overall Company

performance and stakeholder experiences more generally. Where exercised, the rationale for this discretion will be fully disclosed to shareholders in the relevant Directors’ remuneration report.

5 Consistent with HMRC legislation, the all-employee share plan does not have performance conditions.

6 In approving the Directors’ Remuneration policy, authority is given to the Company to honour any past commitments entered into with current or former Directors (including the vesting of share awards granted in the past).

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Malus and clawback provisions

Malus and clawback provisions operate in respect of the annual bonus (cash and deferred shares)

and LTIP awards, with Committee discretion to apply them in the event of a material misstatement

in the Company’s financial results, miscalculation, serious reputational damage to the Company,

in the event it is discovered that the participant committed serious misconduct that could have

warranted summary dismissal, or a corporate failure/insolvency.

The Committee may decide to operate the malus and clawback provisions within a three-year

period commencing on the date that the cash part of any annual bonus is paid (for cash and

deferred share bonus awards), and prior to the third anniversary of any LTIP vesting date.

Scenario charts, 2026 remuneration

The charts opposite illustrate the potential value of the 2026 packages for the Executive Directors

( see page 109 for further details), assuming: nil bonus payout and nil vesting for the LTIP in the

“minimum” scenario; and a 50% bonus payout and vesting of the “core” LTIP opportunities (of 175%

and 150% of salary for the CEO and CFO, respectively) in the “on-target” scenario.

Approach to recruitment

New Executive Directors will be appointed on remuneration packages with the same structure and

elements set out in the Directors’ Remuneration Policy table. Ongoing incentive pay/share-based

awards will be limited to:

• Maximum annual bonus of 125% of salary

• LTIP award of up to 200% of salary

For external appointments, the Committee may offer additional cash or share-based elements

to replace deferred or incentive pay forfeited by an executive when leaving a previous employer.

It would seek to ensure, where possible, that these awards would be consistent with awards

forfeited in terms of vesting periods, expected value and performance conditions. Shareholders

will be informed of any such payments as soon as practicable following the appointment.

For an internal appointment, any variable pay element awarded in respect of the prior role may

be allowed to pay out according to its original terms. In addition, any other ongoing remuneration

obligations existing prior to appointment may continue, provided that they are put to shareholders

for approval at the earliest opportunity if these remain outside of policy limits.

For external and internal appointments, the Committee may agree that the Company will meet

certain relocation and incidental expenses as appropriate.

Potential value of the 2026 packages for the Executive Directors

Jean Vernet Karen Hayzen-Smith

25.2%

44.5%

£435

30.3%

£977

30.5%

26.9%

42.6%

£1,618

25.1%

22.1%

52.8%

£1,963

23.9%

42.6%100.0%

100.0%

£679

33.5%

£1,595

28.7%

25.5%

45.8%

£2,665

23.3%

20.7%

56.0%

£3,276

Remuneration (£000)

Minimum

500

1,000

1,500

2,000

2,500

3,500

3,000

Maximum Maximum + 50%

share price growth

On-target Minimum Maximum Maximum + 50%

share price growth

On-target

Fixed Annual bonus LTIP

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

Remuneration policy report continued

Loss of office

In relation to Executive Directors leaving the Company, the Committee is committed to applying a

consistent and equitable approach to ensure the Company is fair and appropriate, but pays no more

than necessary. The loss of office policy is in line with market practice and will be dependent on

whether the individual is deemed a “good leaver” or “bad leaver”. The “good leaver” policy includes:

• Payment in lieu of notice equal to one year’s basic salary or, if termination is part way through

the notice period, the amount of salary relating to any unexpired notice to the date of termination.

There is an obligation on Directors to mitigate any loss which they may suffer if the Company

terminates their service contract

• Bonus payments for the period worked may be made, subject to the original performance

targets, at the discretion of the Committee. Any such payments would be made on the normal

payment date

• Vesting of share scheme awards is not automatic and the Committee retains the discretion

to prevent awards from lapsing depending on the circumstances of the departure and the best

interests of the Company. For a “good leaver”: (i) deferred bonus awards will normally vest in full

at the normal vesting date (although they may vest earlier, including at cessation); and (ii) LTIP

awards will normally vest at the normal vesting date (although they may vest earlier, including at

cessation) subject to performance against the performance targets and LTIP awards will normally

be pro-rated for time

• The “good leaver” reasons are death, injury, illness or disability, redundancy, retirement,

transfer of business resulting in cessation of the individual’s employment and any other

reason at the Committee’s discretion

• Executive Directors will also be entitled to a payment in respect of accrued but untaken

annual holiday entitlements on termination

• Legal fees and outplacement support may be paid by the Company where appropriate.

No compensation is paid for summary dismissal, save for any statutory entitlements

Service contracts

It is the Board’s policy that Executive Directors are employed on contracts subject to no more

than 12 months’ notice from either side. The Board recognises, however, that it may be necessary

in the case of new executive appointments to offer an initial longer notice period, which would

subsequently reduce to 12 months after the expiry of the initial period. The service agreements

do not have a fixed term. If it becomes necessary to consider termination of a service contract,

the Committee will have regard to all the circumstances of the case, including mitigation, when

determining any compensation to be paid. Details of the current service contracts are as follows:

Contract date Notice period

Jean Vernet 5 September 2022 12 months

Karen Hayzen-Smith 1 December 2023 12 months

The Executive Directors are permitted to serve as Non-Executive Directors of other companies,

provided the appointment is first approved by the Board. Directors are allowed to retain their fees

from such appointments. During 2025, the Executive Directors held no external appointments.

Non-Executive Directors do not have service contracts but have a letter of appointment setting out

their terms and conditions. Non-Executive Directors are appointed each year for up to 12 months

(subject to re-election at the AGM) and are entitled to one month’s prior written notice of early

termination for which no compensation is payable. Details of the letters for the currently appointed

Non-Executive Directors are set out below:

Date of appointment Date of (re-) election

Angus Cockburn 1 May 2021 13 May 2025

Justin Atkinson 1 February 2018 13 May 2025

Inken Braunschmidt 1 March 2019 13 May 2025

Kash Pandya 1 November 2021 13 May 2025

Claire Hawkings 1 January 2022 13 May 2025

Shian Jastram 1 March 2024 13 May 2025

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

100

Annual report on remuneration

Remuneration Committee

The Committee members have no personal financial interest, other than as shareholders, in the

matters to be decided.

They have no conflicts of interest arising from cross-directorships with the Executive Directors,

nor from being involved in the day-to-day business of the Company.

The Committee operates under clear written terms of reference and confirms that its constitution

and operation comply with the applicable provisions of the UK Corporate Governance Code (the

Code) prevailing at the date this report is signed, in relation to the Directors’ remuneration policy

and pay practices, and that it has applied the Code throughout the year.

The Committee’s terms of reference include:

• To determine and agree with the Board the framework and policy for Executive Directors

and senior managers

• To review the appropriateness and relevance of the remuneration policy

• To agree the measures and targets for any performance-related bonus and share schemes

of the Executive Directors

• To determine within the terms of the policy the total individual remuneration package

of the Executive Directors and selected senior management immediately below Board

• To review senior management pay and workforce remuneration policies and practice

The Committee consults the Chief Executive Officer and invites him to attend meetings when

appropriate. The Chief Financial Officer, Chief Human Resources Officer, Head of Reward, and

Ellason LLP (Ellason), the Committee’s independent adviser, attend meetings of the Committee

by invitation. The Company Secretary acts as secretary to the Committee. No Director or other

attendee is present when his or her own remuneration is being determined.

Advisers to the Remuneration Committee

In undertaking its responsibilities, the Committee seeks independent external advice as necessary.

Following a competitive tender, the Committee appointed Ellason as its principal external adviser

from August 2021.

The Committee is satisfied that Ellason provided independent remuneration advice to the

Committee during 2025, taking into account in this determination that Ellason reports directly

to the Committee Chair, does not have any other connections with the Company that may

impair independence and that Ellason is a member and signatory of, and adheres to, the Code

of Conduct for UK remuneration consultants. Details of this Code of Conduct can be found at

www.remunerationconsultantsgroup.com.

During 2025, Ellason provided independent advice on remuneration matters, including providing

guidance on external market practice and incentive design, as well as other matters within the

Committee’s remit. Ellason provides no services to the Company other than in respect of its role

as appointed independent adviser to the Committee. The fees paid to Ellason in respect of work

carried out for the Committee in the year under review were charged on a time and materials

basis and totalled £51,485.

Total remuneration of the Executive Directors (audited)

Jean Vernet Karen Hayzen-Smith

2025

£000

2024

£000

2025

£000

2024

£000

Salary

588 573 380 370

Benefits

24 49 11 11

Pension

44 43 28 28

Bonus in cash

462 466 298 301

Bonus in deferred shares

231 233 149 150

Total short-term remuneration 1,349 1,364 866 860

LTIP

4,5

77 n/a 20 n/a

Total remuneration 1,426 1,364 886 860

Total fixed remuneration 656 665 419 409

Total variable remuneration 770 699 467 451

1 During 2025, Executive Director salaries were increased by 3.5% effective 1 April 2025 (not 1 January 2025 as reported last

year). The sums in the table above reflect the salary actually earned in the relevant financial year.

2 The amounts disclosed in 2025 include a cash allowance in lieu of car, and for Jean Vernet medical insurance and tax support.

For Jean Vernet, the 2024 figure also includes £28k in reimbursed expenses in relation to his relocation to the UK, as described

in the 2023 and 2022 remuneration reports.

3 Pension contributions may be paid into personal pension plans, the Company pension scheme or taken as a separate cash

allowance, subject to income tax.

4 Bonus and LTIP are subject to malus and clawback provisions, the timeframe for which has been set to span the period within

which the Committee anticipates that any relevant trigger event would reasonably become known. Details are included in the

Remuneration Policy on page 99. During the year, the Committee did not identify any reason to implement malus or clawback.

5 The 2023 LTIP values in the table above assume 8.1% vesting, as described on page 103. As the awards have not vested at the

date of this report, the figures disclosed above are based on the average share price over the three months to 31 December

2025, as required by the reporting regulations. These figures will be trued up in next year’s report to reflect the actual vesting

outcome (the TSR performance period ends in April 2026) and the share price on the relevant vesting dates. 2% of the figure

disclosed for Jean Vernet (£1.6k), and 23% of that for Karen Hayzen-Smith (£4.5k), is due to share price appreciation since

grant.

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101

Annual report on remuneration continued

Annual bonus awards for 2025 (audited)

The maximum annual bonus for Executive Directors was 125% of salary, with 75% based on financial

objectives (See Note 1 below) and 25% based on strategic objectives (See Note 2 below). Financial

objectives are based on stated KPIs for the underlying performance of the business rather than

statutory reported figures, to align the bonus to outcomes that are within the control of participants

(including at other organisational levels below the senior leadership team). One-third of any bonus

payments earned will be deferred into shares for two years (with dividend equivalents accruing and

malus and clawback provisions applying).

Note 1 – financial objectives (75% of maximum):

Performance measure Performance target Assessment against targets

Underlying operating

profit (50%)

Minimum threshold £24.5m

Maximum £28.5m

Threshold starts at 0% and increases

on a straight-line sliding scale to 100%

of this element of the bonus at

maximum.

Actual performance £28.6m 100% of this part of the bonus was

paid out.

Operating cash flow

(25%)

Minimum threshold £64.3m

Maximum £74.7m

Threshold starts at 0% and increases

on a straight-line sliding scale to

100% of this element of the bonus

at maximum.

Actual performance £86.6m 100% of this part of the bonus was

paid out.

Note 2 – strategic objectives (25% of maximum):

Objective focus Weighting Target Actual Outcome

Exceptional Safety 5.0% TRCF of 1.95 (50% payout of element),

increasing on a straight-line sliding

scale to TRCF of ≤1.60 (100% payout

of element)

2.77 0%

Pipeline Of Talent 5.0% Maintain the 2024 Group engagement

score of 3.94 (50% payout of element),

increasing on a straight-line sliding

scale up to a Group engagement score

of ≤4.02 (100% payout of element)

3.97 69%

Strong Supply Chain 5.0% £4.6m in group wide supply

chain savings

£4.6m 100%

Restructuring and

cost management

10.0% £7m savings in selling, general

and administrative expenses

£11.7m 100%

Total 18.4% out of 25%

Based on performance against the targets set out above and following an assessment

by the Committee of the overall performance of the Group and Executive Directors during

the year, the following bonuses were approved by the Committee:

Executive Director

Maximum opportunity

(% salary)

Actual bonus

(% maximum)

Actual bonus

(£000)

Jean Vernet 125% 93.4% 693

Karen Hayzen-Smith 125% 93.4% 447

In approving the above bonuses for 2025, the Committee reviewed the formulaic outcomes in the

context of the underlying performance of the business, including progress on other non-financial

priorities such as the Group’s ESG roadmap. The Committee was satisfied that the formulaic outcome

was in line with this broader perspective, in particular the stakeholder experience. Therefore,

the Committee determined not to make a discretionary adjustment (upward or downward) to the

formulaic outcome. Consistent with the 2024 remuneration policy, one-third of the actual bonus

amounts disclosed in the table above will be deferred into shares which shall vest after two years.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

102

Vesting of 2023 LTIP awards (audited)

LTIP awards granted in 2023 are due to vest in 2026 subject to the achievement of defined

EPS, ROCE and TSR performance targets. EPS and ROCE performance is measured over the

three-year period ended 31 December 2025, while TSR is measured over the three-year

period from 6 April 2023.

The EPS performance condition (50% of the award) comprises a sliding scale, under which 25%

of this part of an award vests for underlying earnings per share in 2025 of 50.0 pence, increasing

pro-rata to full vesting for underlying EPS in 2025 of at least 62.0 pence.

Performance target Threshold Maximum Actual Vesting %

2025 underlying EPS 50.0p 62.0p 20.2p 0%

The ROCE performance condition (20% of the award) comprises a sliding scale, under which 25%

of this part of an award vests for ROCE in 2025 of 10%, increasing pro-rata to full vesting for ROCE

in 2025 of at least 13%.

Performance target Threshold Maximum Actual Vesting %

2025 ROCE 10% 13% 8.2% 0%

The TSR performance condition (30% of the award) also comprises a sliding scale, under which 25%

of this part of an award vests for median TSR increasing pro-rata to full vesting for upper quartile

TSR, measured against the constituents of the FTSE 250 excluding investment trusts.

Performance target

Performance

period

Threshold

Median TSR

Maximum

UQ TSR

James

Fisher TSR

Projected

vesting %

Relative TSR 6 April 2023 to

5 April 2026

18.9% 58.2% 20.0% 27.1%

1 Based on performance to 28 February 2026.

As it would not have altered the vesting outcome, the Committee elected not to adjust the EPS

and ROCE targets for the 2023 LTIP to take into account the disposal of the RMSpumptools and

Martek businesses.

Based on performance to 31 December 2025 (for EPS and ROCE) and 28 February 2026 (for TSR)

the 2023 LTIP awards are expected to vest at 8.1% as set out below.

2023 LTIP awards held by Directors

Executive Director Interests held

Estimated

vesting %

Estimated

interests

vesting

Assumed

market

price

Estimated

value

Jean Vernet 246,021 8.1% 20,025 385p £77k

Karen Hayzen-Smith 62,358 8.1% 5,075 385p £20k

In addition to the awards summarised above, Duncan Kennedy (former Director) retained a pro-rated

interest in the 2023 LTIP, which will vest to the same extent. Further details are summarised in the

Payments to former Directors section in this report.

LTIP awards granted in 2025 (audited)

Executive Director Award date

Proportion

of salary

Maximum

shares awarded

Face value at

date of grant

Jean Vernet 1 May 2025 175% 343,774 £1,038k

Karen Hayzen-Smith 1 May 2025 150% 190,206 £574k

1 The share price at date of award was based on the closing price on the dealing day immediately prior to grant (30 April 2025) of

302 pence.

Vesting of the 2025 LTIP award (granted in the form of a conditional share award) is subject to

achievement of performance targets over a three-year period. 30% of the award is based on EPS

targets, 25% based on TSR targets, 20% of the award based on ROCE, and 20% is based on

strategic objectives:

Metric Weighting

Threshold

(25% vesting)

Stretch

(100% vesting)

Earnings per share

(cumulative, 2025-27) 30% 62p 72p

Relative TSR vs. FTSE 250

(excluding investment trusts) over 3-year period

to 5 April 2028

25% Median Upper quartile

Return on capital employed

(2027 ROCE) 25% 14% 16%

Strategic objectives: 20%

Business excellence

(2027 gross margin)

One third of element 32% 33%

Vitality

(2027 revenue from new products launched

in the last five years, as a % of total)

One third of element 13% 15%

Sustainability

(absolute reduction in tCO

e, Scope 1

and Scope 2 emissions vs. 2021 baseline)1

One third of element 25% 28%

1 Baseline excluding the tanker fleet, subject to an underpin requiring the fleet to achieve an A-C rating for CII.

Since publication last year of the proposed 2025 LTIP targets, the Board approved the alignment

of the Group’s tanker decarbonisation targets to a sector-specific framework (the International

Maritime Organisation Carbon Intensity Indicator, IMO-CII). This decision also required a re-baselining

of the Group’s emissions data, to help ensure data remains accurate and credible, and measures

progress against the most appropriate industry frameworks for the Group’s businesses.

As a result, the Committee approved revised targets for the Sustainability element for the 2025

LTIP onwards, as set out in the table above. No changes have been made to this element of the

2024 LTIP. However, the Committee will examine at vesting the impact of the re-baselining and

assess the tankship rating in its adjudication of the outcome of this element. Straight-line vesting

will apply for performance between threshold and stretch. Nil vesting for performance outcomes

below threshold.

When assessing performance against targets at the end of the performance period, the Committee

retains discretion to adjust the formulaic vesting outcome to ensure that all relevant factors are

taken into account, including the assessment of any windfall gains. In line with the Remuneration

Policy, a two-year post-vesting holding period applies to these awards.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

103

Annual report on remuneration continued

Deferred bonus awards granted in 2025 in respect of 2024 annual

bonus (audited)

In accordance with the Remuneration policy, one-third of the bonus earned in respect of 2024

was deferred into shares. These deferred bonus awards were granted on 24 April 2025 and will

vest on the second anniversary of grant.

Executive Director Award date Maximum shares awarded Face value at date of grant

Jean Vernet 24 April 2025 81,219 £233k

Karen Hayzen-Smith 24 April 2025 52,427 £150k

1 The share price at date of award was based on the closing price on the dealing day immediately prior to grant (23 April 2025) of

287 pence.

Payments for loss of office (audited)

There were no payments for loss of office made during the year.

Payments to former Directors (audited)

As previously disclosed, Duncan Kennedy stepped down from the Board of the Company with effect

from 1 December 2023. His retained interest in the 2022 LTIP lapsed during the year. He also retains

an interest in his 2023 LTIP award, which is expected to partially vest as explained on the previous

page in respect of the incumbent directors in April 2026. He has no further share awards

outstanding.

CEO pay ratio (unaudited)

This table shows how the CEO’s single figure remuneration for 2025 compares with the equivalent

single figure remuneration for full-time equivalent UK employees as at 31 December, ranked at

the 25th, 50th and 75th percentile (and how this ratio has evolved since 2019):

Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

2025 Option A 38:1 26:1 18:1

2024 Option A 37:1 25:1 18:1

2023 Option A 25:1 17:1 11:1

2022 Option A 35:1 25:1 16:1

2021 Option A 22:1 16:1 10:1

2020 Option A 19:1 14:1 9:1

2019 Option A 28:1 19:1 13:1

Salary Total pay and benefits

25th

percentile Median

75th

percentile

25th

percentile Median

75th

percentile

2025 £30,788 £50,286 £71,837 £37,347 £55,139 £79,489

2024 £35,488 £38,015 £50,860 £36,968 £53,678 £76,380

2023 £29,400 £43,054 £55,824 £34,256 £50,165 £77,385

2022 £26,500 £36,050 £54,590 £29,682 £41,852 £65,557

2021 £25,000 £34,000 £50,000 £27,770 £37,120 £59,280

2020 £24,000 £33,127 £50,000 £27,000 £37,500 £58,963

2019 £24,480 £34,150 £52,000 £25,459 £36,541 £55,240

The Committee monitors the trend in CEO pay ratio and will continue to keep this under review,

in particular the impact of future incentive payouts. It is expected that the vesting of any LTIP

award in future years would be reflected in a higher ratio, due to the relative upweighting of

variable remuneration in the CEO’s package, compared with market competitive norms for the

wider UK workforce (and consistent with our pay practices and policies). However, this will

normalise, as LTIP awards made to Jean Vernet become eligible to vest. Short-term fluctuations

in reported salary data for the employees at the 25th percentile, median and 75th percentile

reflect differences internally in pay practices across the Group, in particular the use of role-based

allowances in some of our business areas to align with competitive norms in those talent markets.

Aligning pay with performance (unaudited)

The following graph shows the value, to 31 December 2025, of £100 invested in the Company on

31 December 2015, compared with the value of £100 invested in the FTSE 250 and FTSE SmallCap

indices (excluding investment trusts) on the same date. The other points plotted are the values at

intervening financial year ends.

Growth in the value of £100 holding over ten years

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

£0

£50

£100

£150

£200

£250

James Fisher and Sons plc

FTSE MID 250 Index Ex Investment Trusts

FTSE Small Capitalisation Index Ex Investment Trusts

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

104

Remuneration of CEO over the last ten years

Nick Henry Eoghan O’Lionaird Jean Vernet

2016 2017 2018 2019 2019 2020 2021 2022 2022 2023 2024 2025

CEO total remuneration (£000) 1,104 1,013 1,899 874 189 522 598 405 630 845 1,364 1,426

Actual bonus, % of maximum 100% 88% 91% 17% – – – – – 36% 98% 93.4%

LTIP vesting, % of maximum 47% 15% 100% 59% n/a n/a n/a – n/a n/a n/a 8.1%

ESOS vesting, % of maximum 45% – – – n/a n/a n/a n/a n/a n/a n/a n/a

Percentage change in remuneration (unaudited)

The table below shows the annual percentage change in earned salary or fees, benefits and annual bonus for those individuals who were appointed as Board Directors during the 2025 financial year,

compared to the average earnings of all of the Group’s other UK employees.

As required by the remuneration reporting regulations with which the Company is required to comply, the analysis covers the past five years. Note that Directors who were not a Director at any point

during 2025 have not been included. The percentage changes in their remuneration for prior years (and in which they were a Director) are disclosed in relevant previous Annual Reports.

The Committee chose the Group’s UK employees for the below pay comparison. Our UK employee population is representative of the Group’s workforce in 2025, and is therefore considered to be the

most meaningful comparator group. The Committee monitors this information carefully to ensure that there is consistency in the fixed pay trend for Board Directors compared with the wider workforce.

Base salary/fee

1,2

Benefits

Annual bonus

2025 2024 2023 2022 2021 2025 2024 2023 2022 2021 2025 2024 2023 2022 2021

Executive Directors

Jean Vernet

2.6% 5.5% 2.5% n/a n/a 7.6 % 1% 0% n/a n/a (0.9)% 259% n/a n/a n/a

Karen Hayzen-Smith

2.6% 0% n/a n/a n/a 0% 0% n/a n/a n/a (0.9)% 240% n/a n/a n/a

Non-Executive Directors

Angus Cockburn 0% 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Justin Atkinson 2.3% 0% 0% 0% 5% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Inken Braunschmidt 2.3% 12% 2% 0% 5% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Claire Hawkings 2.3% 12% 2% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Kash Pandya 2.3% 9% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Shian Jastram

2.3% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Employee population

1.1% 6.6% 8.9% 0% 3.4% 11.4% 34.3% 1.9% 1.4% 2% 34.5% 10.6% 3.8% 256% (88)%

1 Percentage changes are based on annualised values to facilitate a meaningful comparison year-on-year.

2 The 2021 percentage changes reflects the 20% reduction to base salary/fee volunteered by all Board Directors for three months from 1 April 2020, not a change in salaries or Directors’ fees. The 2023 and 2024 changes for Non-Executive Directors reflect changes

in the additional responsibilities held by individual Directors, not an increase in the underlying fee levels set for these roles.

3 Jean Vernet joined the Board on 5 September 2022. For the comparison of 2022 to 2023, the percentage change for benefits excludes the value of relocation benefits.

4 Karen Hayzen-Smith joined the Board on 1 December 2023.

5. Shian Jastram joined the Board on 1 March 2024.

6 For the employee population, the year-on-year change in annual bonus is based on the year of payment as the data required to calculate the change based on bonuses earned in relation to the year is not available at the time of signing off this report.

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Annual report on remuneration continued

Relative importance of remuneration (unaudited)

2025

£m

2024

£m

Change

Total employee remuneration 125.9 122.6 2.7

Total dividends paid – – n/a

Interests in shares (audited)

The interests of Directors and their connected persons in ordinary shares as at 31 December 2025, including any interests in shares provisionally awarded under the LTIP and provisionally granted under

the Sharesave scheme, are as follows:

Beneficial number at

31 December 2025

Beneficial number at

31 December 2024

Unvested

LTIP number

Unvested

deferred

bonus shares

Unvested

restricted

Unvested

options

Vested but

unexercised

options

Total scheme

interests held

Angus Cockburn 5,000 5,000 – – – – – –

Jean Vernet 70,572 70,572 914,630 81,219 – 5,357 – 1,001,206

Karen Hayzen-Smith – – 432,292 52,427 – – – 484,719

Justin Atkinson 3,150 3,150 – – – – – –

Inken Braunschmidt – – – – – – – –

Claire Hawkings – – – – – – – –

Kash Pandya – – – – – – – –

Shian Jastram – – – – – – – –

1 The unvested LTIP awards are subject to performance conditions. Unvested options comprise grants under the Sharesave scheme and are not subject to performance conditions.

No Director has an interest in the preference shares of the Company, or in the shares of any subsidiary or associated undertaking. The Directors’ interests stated above include any shares held by their

connected persons and, between 31 December 2025 and 12 March 2026, there were no changes to the Directors’ shareholdings.

Against the 200% of salary ownership guideline and based on the three-month average share price to 31 December 2025 and prevailing salary levels as at 31 December 2025, Jean Vernet held shares

equivalent to 74% of his salary and Karen Hayzen-Smith held shares equivalent to 28% of her salary. In accordance with our policy, the Executive Directors are required to retain half of the shares vesting

(after tax) under the LTIP and deferred bonus until the guideline level of holding is met.

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106

Executive Directors’ interest in share awards (audited)

Conditional share awards

1 January 2025

Granted during

year (number)

Vested during

year (number)

Lapsed during

year (number) 31 December 2025 Vesting date Expiry date

Jean Vernet 2023 LTIP 246,021 – – – 246,021 08.06.26 n/a

2024 LTIP 324,835 – – – 324,835 10.06.27 n/a

2025 LTIP – 343,774 – – 343,774 01.05.28 n/a

2025 DBP – 81,219 – – 81,219 24.04.27 n/a

570,856 424,993 – – 995,849

Karen Hayzen-Smith 2023 LTIP

62,358 – – – 62,358 19.12.26 n/a

2024 LTIP 179,728 – – – 179,728 10.06.27 n/a

2025 LTIP – 190,206 – – 190,206 01.05.28 n/a

2025 DBP – 52,427 – – 52,427 24.04.27 n/a

242,086 242,633 – – 484,719

Total 812,942 667,626 – – 1,480,568

1 This is the LTIP award in connection with Karen Hayzen-Smith’s appointment, made in respect of awards forfeited by Ms Hayzen-Smith on joining the Group (the details of which are set out in the 2023 remuneration report).

A two-year holding period applies to LTIP awards.

Share option grants

1 January 2025

Granted during

year (number)

Vested during

year (number)

Lapsed during

year (number) Exercise price 31 December 2025 Vesting date Expiry date

Jean Vernet 5,357 – – – £3.36 5,357 07.06.26 07.12.26

Total 5,357 – – – 5,357

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

107

Annual report on remuneration continued

Sourcing of shares and dilution

The Committee has regard to the limits on dilution advised by the Investment Association and

contained in the relevant share plan rules and reviews the number of shares committed and

headroom available under share incentive schemes in accordance with these dilution limits.

On vesting, the LTIP awards are satisfied by the shares held by the James Fisher and Sons plc

Employee Share Ownership Trust (Trust). During the year the Trust purchased no ordinary shares

on the open market (2024: 100,000) and at 31 December 2025 the Trust held 136,675 ordinary

shares (2024: 44,760).

Share price during the financial year

The middle market price of one ordinary share in the Company during the financial year ranged

from 285.0 pence to 403.0 pence and at 31 December 2025 was 375.0 pence.

Non-Executive Directors

The structure of Non-Executive Directors’ fees for 2025 and 2026 are set out below, all of which

are payable in cash. The Chairman’s fee will be increased, for the first time since his appointment

in May 2021, by 3% (the budgeted increase for the UK workforce) with effect from 1 April 2026. The

basic fee payable to the Non-Executive Directors, and the additional fee payable for undertaking

the role of the Non-Executive Director for Employee Engagement, will also be increased by 3% with

effect from that date. Reflecting the time commitment of undertaking the roles of Senior

Independent Director and chairing the Remuneration Committee, the Board approved a proposal by

the Chairman and the Executive Directors to increase this fee to £10,000 per annum, again effective

from 1 April 2026.

2026

2025

Chairman 216,430 210,125

Other Non-Executive Director fees:

Basic fee 58,240 56,544

Additional fee for the chair of Audit Committee 12,420 12,420

Additional fee for the chair of Remuneration Committee 10,000 8,280

Additional fee for the Senior Independent Director 10,000 8,280

Additional fee for the Non-Executive Director for Employee Engagement 5,330 5,175

Non-Executive Directors’ remuneration (audited)

Total fees

2025

£000

2024

£000

Angus Cockburn 210 210

Justin Atkinson

68 67

Inken Braunschmidt

64 63

Claire Hawkings

64 63

Kash Pandya

61 60

Shian Jastram

56 45

1 The fees include an additional fee for chairing the Audit and Risk Committee.

2 The fees include an additional fee for chairing the Remuneration Committee.

3 The fees include an additional fee for acting as the Senior Independent Director.

4 The fees include an additional fee for acting as the Non-Executive Director for Employee Engagement.

5 Appointed to the Board with effect from 1 March 2024.

No detailed disclosure has been provided for Non-Executive Directors other than for that relating

to their fee, as this is the only form of remuneration the Non-Executive Directors receive.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

108

Shareholder voting (unaudited)

The Company is committed to ongoing shareholder dialogue and takes an active interest in voting

outcomes. Where there are substantial votes against resolutions including in relation to Directors’

remuneration, the Company seeks to understand the reasons for any such vote and will report any

actions in response to it. The following table reflects the voting at the 2025 AGM on the Directors’

remuneration report for the year ended 31 December 2024 and voting at the 2024 AGM on the

Directors’ Remuneration policy:

Directors’ remuneration

report (2025 AGM)

Directors’ Remuneration

policy (2024 AGM)

Remuneration resolutions

Total

number

of votes

% of

votes

cast

Total

number

of votes

% of

votes

cast

For 40,709,499 99.98% 38,486,812 99.2%

Against 9,427 0.02% 317,121 0.8%

Total votes cast (excluding withheld votes) 40,718,926 100.0% 38,803,933 100.0%

Total votes withheld 302,012 – 706,377 –

Total votes cast (including withheld votes) 41,020,938 – 39,510,310 –

Implementation of the Remuneration policy for 2026 (unaudited)

With effect from 1 April 2026, the salary for Jean Vernet will be £611,050 (a 3% increase from

£593,250) and Karen Hayzen-Smith’s salary will be £394,450 (a 3% increase from £382,950).

The increases are in line with the budgeted increase for the UK workforce.

The maximum bonus opportunity remains unchanged at 125% of salary. Financial targets are

set to be challenging and appropriately demanding. The measures remain unchanged from 2025

and will be: underlying operating profit (weighted 50%); operating cash flow (25%) and strategic

objectives (25%). Strategic objectives for 2026 will include short-term business priorities linked

to targets focused on Customer Excellence, Pipeline of Talent and Health & Safety. There continues

to be no overlap between the metrics used for the annual bonus and those used for the LTIP.

The targets are commercially sensitive but disclosure of the targets and performance against

these will be set out in the 2026 Directors’ remuneration report.

As described in the Annual Statement, LTIP award levels for 2026 will be 200% of salary

for Jean Vernet and 175% of salary for Karen Hayzen-Smith. These opportunities will be split

into two components: a “core” opportunity, of 175% and 150% of salary for Jean Vernet and

Karen Hayzen-Smith, respectively (unchanged from 2025 levels) and an incremental “kicker”

opportunity, of 25% of salary for each director. The Committee will assess at vesting the extent

to which any windfall gains have arisen (and use its discretion to make any adjustments at that

time, if necessary).

The following performance targets will apply to the 2026 LTIP “core” awards:

Metric Weighting

Threshold

(25% vesting)

Stretch

(100% vesting)

Earnings per share

(cumulative, 2026-28) 30% 78.7p 91.4p

Relative TSR vs. FTSE 250

(excluding investment trusts) 25% Median Upper quartile

Return on capital employed

(2028 ROCE) 25% 13% 15%

Strategic objectives: 20%

Business excellence

(2028 gross margin)

One-third of element 34.0% 35.5%

Vitality

(2028 revenue from new products launched

in the last five years, as a % of total)

One-third of element 13% 16%

Sustainability

(absolute reduction in tCO

e, Scope 1 and

Scope 2 emissions vs. 2021 baseline)

One-third of element 30% 33%

1 Target range has been set to reflect current assumptions for a higher effective tax rate over the next three years than envisaged

last year when setting the 2025 LTIP range.

2 Baseline excluding the tanker fleet, subject to an underpin requiring the fleet to achieve an A-C rating for CII.

The incremental “kicker” opportunity to be awarded in 2026 (worth up to 25% of salary for each

Executive Director) will vest subject to the following EPS targets and a quality of earnings underpin

taking into account ROCE performance. There is no vesting for threshold performance.

Metric Weighting

Threshold

(0% vesting)

Stretch

(100% vesting)

Earnings per share

(cumulative, 2026-28) 100% 91.4p 97.8 p

Straight-line vesting will apply for performance between Threshold and Stretch. There will be nil

vesting for performance outcomes below Threshold. The targets have been set taking into account

the position of the performance cycle in the turnaround plan, as the business accelerates its

transition towards sustainable long-term growth.

Inken Braunschmidt

Chair of the Remuneration Committee

12 March 2026

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

109

Directors’ report

This section contains additional information

which the Directors are required by law

and regulation to include within the Annual

Report and Accounts. The Directors’ report

comprises this section as well as the rest

of the Governance section ( from pages 77

to 109) and those sections of the Strategic

report or financial statements as referenced

in this section.

We have chosen, in accordance with the

Companies Act 2006, to include certain

information in our Strategic report or financial

statements that would otherwise be required

to be disclosed in the Directors’ report. This is

set out in the table on this page. This Directors’

report and the Strategic report, which includes

the trends and factors likely to affect the future

development, performance and position of

the business and a description of the principal

risks and uncertainties of the Group (which

can be found on page 66 to 73 and

are incorporated by reference), collectively

comprise the management report as required

under the Disclosure Guidance and

Transparency Rules (DTRs).

The Statement of Directors’ responsibilities

is also incorporated into this Directors’ report

by reference. See page 112.

Going concern

The Group’s business activities, together

with the factors likely to affect its future

development, the financial position of the

Group and a description of the principal risks

and uncertainties are set out in the Strategic

report on pages 2 to 74. Having assessed the

principal risks and the other matters discussed

in connection with the viability statement, the

Directors consider it appropriate to adopt the

going concern basis of accounting in preparing

this Annual Report and Accounts, as set out in

Note 1 on page 128.

Dividends

The Board is not recommending the payment

of a final dividend for the year. The Board

is committed to reinstating the dividend

when appropriate.

Share capital

Details of the share capital of the Company and

the shares held by the Company’s Employee

Share Ownership Trust, including the rights and

obligations attaching to the shares, are set out

in Note 30 to the financial statements on

page 181.

The Company has one class of ordinary share

and one class of preference share. The rights

and obligations attaching to the shares are set

out in the Company’s Articles of Association

(Articles). There are no restrictions on voting

other than deadlines for exercising voting

rights that apply to all shareholders and any

restrictions imposed by law or regulation.

In addition, there are no specific restrictions

on the size of a holding nor on the transfer

of shares, both of which are governed by the

general provisions of the Articles and prevailing

Subject matter

Location Pages

Particulars of important events affecting the Company

that have occurred since the end of financial year Strategic report 7 to 11

Likely future developments in the business Strategic report

Research and development Strategic report

Employee involvement and engagement Strategic report

32 to 34

Climate-related non-financial information Strategic report

38 to 43

Relationships with suppliers, customers and others Strategic report

35 to 37

Greenhouse gas emissions and energy consumption Strategic report

40 to 43

Use of financial instruments Note 31

181 to 188

legislation. The Directors are not aware of any

agreements between the holders of the

Company’s shares that may result in restrictions

on the transfer of securities or on voting rights.

No person has any special rights of control over

the Company’s share capital. Where shares are

held on behalf of the Company’s employee

benefit trust, the trustees have discretion to

vote on any shares as they see fit and have

not waived their right to receive dividends.

At the AGM held on 13 May 2025, the

Company was given authority to purchase

up to 2,519,903 of its ordinary shares until

the date of its next AGM. No purchases were

made during the year or up to the date of

this report by the Company.

As at 31 December 2025, 50,621,497 ordinary

shares of 25 pence each have been issued,

are fully paid up and are listed on the London

Stock Exchange, representing 99.8% of the

Company’s share capital, and 100,000

cumulative preference shares of £1 each have

been issued and fully paid up, representing

0.2% of the Company’s share capital.

Directors

The biographies of the current Board

of Directors are set out on pages 82 to 83.

The Directors’ interest in the ordinary shares

and options of the Company are disclosed

in the Directors’ remuneration report on

pages 94 to 109.

Powers of Directors

The powers of the Directors are determined

by the Company’s Articles, the Companies Act

2006 and in certain circumstances (including

in relation to the issuing or buying back by the

Company of its shares) the authority given by

shareholders at general meetings. The Directors

will be seeking shareholder approval for the

authorities granted to them in prior years at

the forthcoming AGM. Following the AGM held

in 2025, the Directors are authorised to issue

and allot ordinary shares, to disapply statutory

pre-emption rights and to make market purchases

of the Company’s shares. Any shares purchased

may be cancelled or held as treasury shares.

Appointment and replacement

of Directors

The rules regarding the appointment and

replacement of Directors are determined by

the Company’s Articles and the Companies Act

2006. The Articles provide that the Directors

may from time to time appoint one or more

Directors. Any such Director shall hold office

until the next AGM, and shall then be subject

to appointment by the Company’s shareholders.

At each AGM, every Director who has held office

on the date seven days before the date of notice

of the AGM shall retire from office and shall be

eligible for re-election at the AGM.

In accordance with the UK Corporate Governance

Code 2024, all Directors will offer themselves

for re-election at the forthcoming AGM.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

110

Substantial shareholders

Number of

voting rights %

Trustees of the Sir John Fisher Foundation 10,601,360 20.99

Schroders plc 6,196,787 12.21

Odyssean Investment Trust PLC 3,600,000 7.1 4

FIL Limited 3,162,032 6.26

NFU Mutual Insurance Society Limited 2,725,328 5.40

Aberforth Partners LLP 2,582,790 5.12

Ameriprise Financial, Inc. 2,337,036 4.60

Harwood Capital LLP 1,554,000 3.06

1 The numbers above include the disclosable interests received by the Company as at 31 December 2025 under DTR 5, and the

percentage of voting rights calculated at the time of the relevant disclosures. Between the 31 December 2025 and the 11 March

2026, the Company was notified that Schroders plc’s notifiable interest was 6,770,000 shares (13.34% of voting rights) and

Odyssean Investment Trust PLC’s notifiable interest was 4,286,052 shares (8.46% of voting rights).

Participation in share schemes

The Company is also keen to encourage greater

employee involvement in the Group’s performance

through share ownership. A key component

of the Group’s reward philosophy is to provide

share ownership opportunities throughout

the Group by making annual awards of

performance-related shares to all eligible

employees when certain criteria are met.

To help align employees’ interests with the

success of the Company’s performance,

we operate an HMRC-approved all-employee

plan, the James Fisher Sharesave Scheme

(‘Sharesave’), which is offered to UK employees

on an annual basis.

Additional information

The Company’s Articles of Association may

only be amended by a special resolution at a

general meeting of the shareholders and were

last amended at the AGM on 29 April 2021.

No political donations or contributions were

made during the year. Details of the Group’s

time spent supporting local communities

and charitable initiatives are summarised

on page 37.

Details of Group subsidiaries can be found

on pages 204 to 206. Companies within

the Group have overseas branches in Chile,

Mozambique, the United Arab Emirates,

Taiwan and Denmark.

Significant agreements –

change of control

There are a number of agreements that take

effect after, or terminate upon, a change of

control of the Company, such as commercial

contracts. None of these are considered to

be significant in terms of their likely impact

on the business as a whole apart from those

set out below. The Company is a guarantor

of all of the Group’s bank facilities, which,

upon a change of control, could be withdrawn.

The rules of the Company’s LTIP and Sharesave

schemes set out the consequences of a change

of control on the rights of participants under

those schemes. Participants are generally

able to exercise their options on a change of

control, provided that the relevant performance

conditions have been satisfied. There are

no agreements between the Company and

its Directors or employees providing for

compensation for loss of office or employment

(whether through resignation, purported

redundancy or otherwise) that arise in the

event of a change of control of the Company.

Disclosure of information to the auditor

In accordance with section 418 of the Companies

Act 2006, each Director in office at the date of

approval of this Directors’ report confirms that:

• So far as the Director is aware, there is

no relevant audit information of which

the Company’s auditor is unaware

• The Director has taken all the steps that

he/she ought to have taken as a Director to

make him/herself aware of any relevant audit

information and to establish that the Company’s

auditor is aware of that information.

Disclosures required under UKLR 6.6.1.(3)

The details of long-term incentive schemes

as required by UKLR 6.6.1.(3) are set out

in the Director’s remuneration report on

pages 94 to 109.

Annual General Meeting

The AGM is to be held on 13 May 2026 at Abbey

House Hotel and Gardens in Barrow-in-Furness.

Further details will be provided in the Notice

of AGM.

The Directors’ report was approved by the Board

of Directors and is signed on its behalf by:

Karen Hayzen-Smith

Chief Financial Officer

12 March 2026

Directors’ and officers’ liability

insurance and indemnities

The Company maintains an appropriate level

of Directors’ and officers’ liability insurance.

Pursuant to the Company’s Articles, the Company

indemnifies the Directors of the Company and

its subsidiaries against liability to third parties

and against liability incurred in connection with

the Company’s activities as trustee of an

occupational pension scheme, to the extent

permitted by the Companies Act 2006.

Directors’ conflicts of interest

Under the Companies Act 2006, a Director

must avoid a situation where a direct or indirect

conflict of interest may occur. The Board has

adopted established procedures to address the

management of any potential or actual conflicts

of interest. A conflict must be authorised in

advance by the Board. Directors are asked at

each Board meeting to check the register of

conflicts and confirm that the register remains

up to date and that it remains appropriate for

the relevant matter to remain authorised.

Employees with a disability

James Fisher is an equal opportunities

employer and is firmly committed to both the

principle and realisation of equality. The Group

is committed to complying with all applicable

laws governing employment practices and to

the prevention of discrimination on the basis

of any unlawful criteria. In addition to complying

with legislative requirements, the Group strives

to ensure that disabled employees (including

anyone who becomes disabled whilst employed

by James Fisher) are treated fairly and that their

training, career development and promotion

needs are met.

The Group recognises its responsibility to

provide a safe operating environment for all

its employees. Our strong focus on employee

training, regulatory compliance and accident

reduction provides the support to allow

accountability to remain with local management,

which is best placed to ensure that its

businesses comply with local laws and regulations

and specific needs on a day-to-day basis.

The review of health and safety performance

is the first item on the agenda at each Board

and business Board meetings.

We recognise that the success of our business

depends on our talented workforce. Employees

throughout the Group are encouraged to

participate in training and development

programmes and to obtain professional

qualifications relevant to their roles.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

111

Statement of Directors’ responsibilities

The Directors are responsible for

preparing the Annual Report and

Accounts and the Group and Parent

Company financial statements in

accordance with applicable law

and regulations.

Company law requires the Directors to prepare

Group and Parent Company financial statements

for each financial year. Under that law, they

are required to prepare the Group financial

statements in accordance with UK-adopted

international accounting standards and

applicable law, and have elected to prepare

the Parent Company financial statements

on the same basis.

Under company law, the Directors must not

approve the financial statements unless they

are satisfied that they give a true and fair view

of the state of affairs of the Group and Parent

Company and of the Group’s profit or loss for

that period. In preparing each of the Group

and Parent Company financial statements,

the Directors are required to:

• Select suitable accounting policies and

then apply them consistently

• Make judgements and estimates that

are reasonable, relevant and reliable

• State whether they have been prepared in

accordance with UK-adopted international

accounting standards

• Assess the Group and Parent Company’s

ability to continue as a going concern,

disclosing, as applicable, matters related

to going concern

• Use the going concern basis of accounting

unless they either intend to liquidate the

Group or the Parent Company or to cease

operations, or have no realistic alternative

but to do so

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the Parent

Company’s transactions and disclose with

reasonable accuracy at any time the financial

position of the Parent Company and enable

them to ensure that its financial, statements

comply with the Companies Act 2006.

They are responsible for such internal control

as they determine is necessary to enable the

preparation of financial statements that are

free from material misstatement, whether

due to fraud or error, and have general

responsibility for taking such steps as are

reasonably open to them to safeguard the

assets of the Group and to prevent and

detect fraud and other irregularities.

Under applicable law and regulations, the

Directors are also responsible for preparing

a Strategic report, Directors’ report, Directors’

remuneration report and Corporate governance

statement that comply with that law and

those regulations.

The Directors are responsible for the

maintenance and integrity of the corporate

and financial information included on the

Company’s website. Legislation in the UK

governing the preparation and dissemination

of financial statements may differ from

legislation in other jurisdictions.

In accordance with Disclosure Guidance

and Transparency Rules (“DTR”) 4.1.16R, the

financial statements will form part of the annual

financial report prepared under DTR 4.1.17R and

4.1.18R. The auditor’s report on these financial

statements provides no assurance over whether

the annual financial report has been prepared

in accordance with those requirements.

Responsibility statement of the Directors

in respect of the annual financial report

We confirm that, to the best of our knowledge:

• The financial statements, prepared in

accordance with the applicable set of

accounting standards, give a true and

fair view of the assets, liabilities, financial

position and profit or loss of the Company

and the undertakings included in the

consolidation taken as a whole

• The Strategic report and Directors’ report

includes a fair review of the development and

performance of the business and the position

of the Company and the undertakings included

in the consolidation taken as a whole,

together with a description of the principal

risks and uncertainties that they face

We consider the annual report and accounts,

taken as a whole, is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the

Group’s position and performance, business

model and strategy.

Signed on behalf of the Board of Directors

Jean Vernet

Chief Executive Officer

12 March 2026

Karen Hayzen-Smith

Chief Financial Officer

12 March 2026

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

112

Financial

Statements

Financial Statements

114 Independent auditor’s report

122 Consolidated income statement

123 Consolidated statement of other

comprehensive income

124 Consolidated statement

of financial position

125 Consolidated statement

of changes in equity

126 Consolidated cash flow statement

127 Guide to financial statements disclosures

128 Notes to the consolidated

financial statements

191 Company statement of financial position

192 Company statement of changes in equity

193 Notes to the Company

financial statements

204 Subsidiaries and associated undertakings

IBC Investor information

Independent auditor’s report

to the members of James Fisher and Sons plc

1. Our opinion is unmodified

We have audited the financial statements of James Fisher and Sons plc (“the Company”)

for the year ended 31 December 2025 which comprise the Consolidated Income Statement,

the Consolidated Statement of Other Comprehensive Income, the Consolidated and Company

Statement of Financial Position, the Consolidated Cash Flow Statement, the Consolidated

and Company Statement of Changes in Equity and the related notes, including the accounting

policies in Note 2.

In our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the Parent

Company’s affairs as at 31 December 2025 and of the Group’s loss for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted

international accounting standards;

• the Parent Company financial statements have been properly prepared in accordance with

UK-adopted accounting standards including FRS 101 Reduced Disclosure Framework; and

• the financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)

and applicable law. Our responsibilities are described below. We believe that the audit evidence

we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is

consistent with our report to the Audit and Risk Committee.

We were first appointed as auditor by the Directors on 30 June 2008. The period of total

uninterrupted engagement is for the eighteen financial years ended 31 December 2025. We have

fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance

with, UK ethical requirements including the FRC Ethical Standard as applied to listed public

interest entities. No non-audit services prohibited by that standard were provided.

Overview

Materiality: Group

financial statements

as a whole

£2.1m (2024: £2.1m) 0.5% of revenue from continuing

operations (2024:0.5% of revenue from continuing operations)

Key audit matters vs 2024

Recurring risks Recoverability of goodwill related to JFD and Renewables ◄►

Valuation of Parent Company defined benefit pension

scheme liabilities

New in

2025

2. Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgement, were of most significance

in the audit of the financial statements and include the most significant assessed risks of material

misstatement (whether or not due to fraud) identified by us, including those which had the

greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing

the efforts of the engagement team. We summarise below the key audit matters, in decreasing

order of audit significance, in arriving at our audit opinion above, together with our key audit

procedures to address those matters and, as required for public interest entities, our results from

those procedures. These matters were addressed, and our results are based on procedures

undertaken, in the context of, and solely for the purpose of, our audit of the financial statements

as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion,

and we do not provide a separate opinion on these matters.

Recoverability of goodwill related to JFD with carrying value of £8.7m (2024: £8.6m)

and Renewables with carrying value of £9.4m (2024: £9.4m) Risk vs 2024: Stable

Refer to page 91 (Audit and Risk Committee report), page 134 (accounting policy) and page 157

(financial disclosure)

The risk: Forecast based assessment

The recoverability of goodwill in the Group is subjective due to the inherent uncertainty involved

in forecasting and discounting future cash flows, particularly in light of the ongoing trading

performance in the current and prior years and future growth expectations.

The effect of these matters is that, as part of our risk assessment, we determined that the

recoverable amount of goodwill has a high degree of estimation uncertainty, with a potential

range of reasonable outcomes greater than our materiality for the financial statements as a

whole and possibly many times that amount. The financial statements note 14 discloses the

sensitivity estimated by the Group for goodwill.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

114

Through our risk assessment, we have isolated the risk of material impairment to the goodwill

balances related to JFD and Renewables due to the level of inherent uncertainty within the

Group’s discounted cashflow workings for these two CGUs. As a result of the level of estimation

uncertainty and the potential for management bias, we identified a significant risk of both fraud

and error in respect of the impairment of goodwill of these CGUs. The financial statements Note

14 discloses the Group’s process for undertaking the impairment assessment, including details of

key assumptions and sensitivity analysis.

Our response: We performed the tests below rather than seeking to rely on any of the Group’s

controls because the nature of the balance is such that detailed testing is inherently the most

effective means of obtaining audit evidence.

Our audit procedures included:

1. Historical comparisons: Assessing the reasonableness of the Group’s budgets by considering

the historical accuracy of previous forecasts.

2. Our sector experience: Evaluating the assumptions used, in particular those relating to

anticipated revenue growth, including expected new business, the gross margin and the

discount rate. We have considered market conditions, including potential impacts of climate

change and known or probable changes in the business environment, when challenging the key

assumptions in the cashflows. We assessed the key assumptions in the Group’s forecasts,

drawing on historical data and our own research and sector experience.

3. Benchmarking assumptions: Comparing the Group’s assumptions to externally derived data

in relation to key inputs such as market growth rate, discount rate (using our own valuation

specialist), and the period of cash flows included within the model.

4. Sensitivity analysis: Performing sensitivity analysis on the key assumptions noted above either

in isolation or in aggregate. This included reperforming the Group’s sensitivities within their

goodwill impairment model.

5. Assessing transparency: Assessing whether the Group’s disclosures about the sensitivity of

the outcome of the impairment assessment to changes in key assumptions reflected the risks

inherent in the recoverable amounts of goodwill.

Our results: We found the Group goodwill balances, to be acceptable (2024: acceptable).

Valuation of Parent Company defined benefit pension scheme liabilities

with a carrying value of £57.7m (2024: £59.3m) Risk – New in 2025

Refer to page 194 (accounting policy) and page 199 (financial disclosure)

The risk:

There are a number of assumptions involved in the valuation of pension scheme liabilities for three

pension schemes (one defined benefit and two multi-employer), all of which are treated as

defined benefit pension schemes for accounting purposes.

The valuation of the Parent Company defined benefit scheme liabilities is not at a high risk of

significant misstatement. However, as the review of the valuation of the schemes had the greatest

impact on the allocation of resources and in directing the efforts of the engagement team, it is

considered to be the area that had the greatest effect on our overall Parent Company audit.

Our response: We performed the tests below rather than seeking to rely on any of the Group’s

controls because the nature of the balance is such that detailed testing is inherently the most

effective means of obtaining audit evidence.

Our audit procedures included:

1. Benchmarking assumptions: Challenging, with the support of our own actuarial specialists, the

key assumptions applied in the calculation of the liabilities, including those in relation to price

inflation, discount rate and mortality, against externally derived market data.

2. Assessing actuary’s credentials: Assessing the competence, capability and objectivity of the

Company’s external actuarial expert.

3. Assessing transparency: Assessing the adequacy of the Parent Company’s disclosures relating

to the defined benefit obligations in respect of the sensitivity of the obligation to these

assumptions.

Our results: We found the Parent Company defined benefit pension scheme liabilities balances,

to be acceptable (2024: acceptable).

We continue to perform procedures over Recoverability of Parent Company investment in

Subsidiaries. However, following the restructure that occurred in the prior year, we have not

assessed this as one of the most significant risks in our current year audit and, therefore, it is not

separately identified in our report this year.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

115

3. Our application of materiality and an overview of the scope of our audit.

Our application of materiality

Materiality for the Group financial statements as a whole was set at £2.1m (2024: £2.1m),

determined with reference to a benchmark of Group revenue as disclosed in note 7 of £394.4m,

(2024: £437.1m), of which it represents 0.5% (2024: 0.5%).

We consider total Group revenue from continuing operations to be the most appropriate

benchmark because of the significant fluctuations in profit before tax in recent years caused

by impairments, refinancing and business disposals. Whilst the Group is focused on profit

measures, there has been significant volatility in recent years which has impacted the

Group’s profit before tax.

Materiality for the Parent Company financial statements as a whole was set at £2.0m

(2024: £2.0m), determined with reference to a benchmark of Parent Company total assets

of £417.4m (2024: £447.9m), of which it represents 0.5% (2024: 0.4%).

In line with our audit methodology, our procedures on individual account balances and disclosures

were performed to a lower threshold, performance materiality, so as to reduce to an acceptable

level the risk that individually immaterial misstatements in individual account balances add up to

a material amount across the financial statements as a whole.

Performance materiality for the Group was set at 65% (2024: 65%) of materiality for the financial

statements as a whole, which equates to £1.4m (2024: £1.4m). We applied this percentage in our

determination of performance materiality based on the level of control deficiencies and identified

misstatements during the prior period.

Performance materiality for the Parent Company was set at 65% (2024: 75%) of materiality

for the financial statements as a whole, which equates to £1.3m (2024: £1.5m). We applied

this percentage in our determination of performance materiality based on the level of control

deficiencies and identified misstatements during the prior period.

We agreed to report to the Audit and Risk Committee any corrected or uncorrected identified

misstatements exceeding £105k (2024: £105k), in addition to other identified misstatements

that warranted reporting on qualitative grounds.

Overview of the scope of our audit

We performed risk assessment procedures to determine which of the Group’s components

are likely to include risks of material misstatement to the Group financial statements and

which procedures to perform at these components to address those risks.

In total, we identified 141 (2024: 130) components, having considered our evaluation of the Group’s

operational structure, the existence of common risk profile across entities and the existence of

common information systems.

Of those, we identified 3 (2024: 3) quantitatively significant components which contained the

largest percentages of either total revenue or total assets of the Group, for which we performed

audit procedures.

We also identified nil (2024: 1) components as requiring special audit consideration.

Additionally, having considered qualitative and quantitative factors, we selected 13 (2024: 13)

components with accounts and disclosures contributing to the specific risks of material

mistatements of the Group financial statements.

Accordingly, we performed audit procedures on 16 (2024: 17) components, of which we involved

component auditors in performing the audit work on 14 (2024: 12) components. We performed the

audit of the Parent Company.

The Group auditor issued audit instructions to component auditors on the scope of their work

and set the component materialities, ranging from £1.2m to £0.5m (2024: £1.2m to £0.5m), having

regard to the mix of size and risk profile of the Group across the components.

Our audit procedures covered 82% (2024: 85%) of the Group’s revenue. We performed audit

procedures in relation to components that accounted for 88% (2024: 80%) of the Group’s total

assets and 72% (2024: 75%) of the total profits and losses that made up the Group’s underlying

profit before tax disclosed in note 5.1. Non-underlying income and costs have been tested

centrally by the Group auditor.

For the remaining components for which we performed no audit procedures, no component

represented more than 2% (2024: 2%) of Group total revenue, 1% (2024: 3%) of Group total assets

or 8% (2024: 4%) of the total profits and losses that make up the Group’s underlying profit before

tax. We performed analysis at an aggregated Group level to re-examine our assessment that there

is not a reasonable possibility of a material misstatement in these components.

Independent auditor’s report

to the members of James Fisher and Sons plc continued

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Group auditor oversight

As part of establishing the overall Group audit strategy and plan, we conducted the risk

assessment and planning discussion meetings with component auditors to discuss Group audit

risks relevant to the components, including the key audit matter in respect of recoverability

of goodwill related to JFD and Renewables.

The Group team visited component locations for 7 (2024: 5) components to assess the audit

risks and strategy. Regular video and telephone conference meetings were also held with these

component auditors and others that were not physically visited. At these visits and meetings,

the results of the planning procedures and further audit procedures communicated to us were

discussed in more detail, and any further work required by us was then performed by the

component auditors.

We inspected the work performed by the component auditors for the purpose of the Group audit

and evaluated the appropriateness of conclusions drawn from the audit evidence obtained and

consistencies between communicated findings and work performed.

Our consideration of the control environment

As noted by the Audit and Risk Committee on page 93, the Group’s internal system of controls is

undergoing a programme of improvement to formalise controls. The developing nature of the

control environment outlined by the Audit and Risk Committee is consistent with our own audit

findings in the current year.

We identified the following IT systems which were relevant to the Group audit:

• A diverse range of financial ERP systems used by in-scope components to record accounting

transactions; and

• The IT system used in the Group’s financial reporting process.

Our IT auditors supported us in obtaining an understanding of these IT systems. We were not

able to rely on general IT controls for these IT systems due the informality of the IT environment

at both the Group and the component level.

As a result of the IT informalities identified and the developing nature of the control environment,

the scope of our audit work was predominantly substantive, and we planned additional

substantive testing, including our audit of revenue and journals for all in-scope components.

Given that we did not plan to rely on IT controls in our audit, a direct testing approach was

used over the completeness and reliability of system data used in our substantive testing.

4. The impact of climate change on our audit

In planning our audit, we have considered the potential impact of climate change on the Group’s

business operations and its financial statements taking into account the different divisions.

We recognise given the diverse nature of the Group’s operations there are potentially both risks

and opportunities arising as a result of climate change.

The potential effects of climate change vary for different activities of the Group, with those

divisions that are more linked to fossil fuel activity potentially being more affected as there

is a transition to focus on more renewable energy sources.

Uncertainties and potential changes to the longer-term activity of the Group could affect

the elements of financial statements with forward-looking assessments such as impairment

of, or reassessment of the life of, long-term assets and goodwill balances.

As part of our risk assessment we made enquiries of the Director’s and inspected Board minutes

and related risk and internal audit documents. Our risk assessment took into account the nature

of the Group’s long-term assets and the relative size of assets related to the divisions with most

exposure to climate change uncertainty.

In the course of our audit work, we also took climate change factors into account in evaluating the

Directors’ assessment of the useful life of vessels and when evaluating the Directors’ assessment

of recoverability of goodwill.

We have read the disclosure of climate related information in the front half of the annual report

and considered consistency with the financial statements and our audit knowledge.

5. Going concern

The Directors have prepared the financial statements on the going concern basis as they do

not intend to liquidate the Group or the Company or to cease their operations, and as they have

concluded that the Group’s and the Company’s financial position means that this is realistic.

They have also concluded that there are no material uncertainties that could have cast significant

doubt over their ability to continue as a going concern for at least a year from the date of approval

of the financial statements (“the going concern period”).

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Our conclusions based on this work:

• we consider that the Directors’ use of the going concern basis of accounting in the preparation

of the financial statements is appropriate;

• we have not identified, and concur with the Directors’ assessment that there is not, a material

uncertainty related to events or conditions that, individually or collectively, may cast significant

doubt on the Group’s or Company’s ability to continue as a going concern for the going

concern period;

• we have nothing material to add or draw attention to in relation to the Directors’ statement

in note 2.3 to the financial statements on the use of the going concern basis of accounting with

no material uncertainties that may cast significant doubt over the Group and Company’s use of

that basis for the going concern period, and we found the going concern disclosure in note 2.3

to be acceptable; and

• the related statement under the UK Listing Rules set out on page 110 is materially consistent

with the financial statements and our audit knowledge.

However, as we cannot predict all future events or conditions and as subsequent events may

result in outcomes that are inconsistent with judgements that were reasonable at the time they

were made, the above conclusions are not a guarantee that the Group or the Company will

continue in operation.

6. Fraud and breaches of laws and regulations – ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or

conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity

to commit fraud. Our risk assessment procedures included:

• Enquiring of Directors, the Audit and Risk Committee, internal audit, the Group General Counsel

and the Company Secretary and inspection of policy documentation as to the Group’s high-level

policies and procedures to prevent and detect fraud, including the internal audit function, the

Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual,

suspected or alleged fraud.

• Reading Board and Audit and Risk Committee minutes.

• Considering remuneration incentive schemes and performance targets for management

and Directors.

• Using analytical procedures to identify any unusual or unexpected relationships.

• Consultation with our own forensic professionals regarding the identified fraud risks and the

design of the audit procedures planned in response to these. This involved discussion between

the engagement partner, the Group audit team and the forensic professionals.

We used our knowledge of the Group, its industry, and the general economic environment

to identify the inherent risks to its business model and analysed how those risks might affect

the Group and Parent Company’s financial resources or ability to continue over the going concern

period. The risks that we considered most likely to adversely impact the Group and Parent

Company’s available financial resources over this period were a possible reduction in operating

profit as a result of risks relating to unsecured revenue streams and cash flow disruptions arising

from delayed collections from customers, project delivery challenges and an increase in inventory

days.

We considered whether these risks could plausibly affect the liquidity or covenant compliance

in the going concern period by assessing the Directors’ sensitivities over the level of available

financial resources and covenant thresholds indicated by the Group’s financial forecasts taking

account of severe, but plausible adverse effects that could arise from these risks individually

and collectively.

Our procedures included:

• critically assessing assumptions in the base case and severe but plausible downside scenarios,

particularly in relation to forecast liquidity, profitability and performance, including assessing

consistency to external information such as industry and economic forecasts;

• inspecting the Group’s Revolving Credit Facility and bilateral facility agreements (“Group’s

funding arrangements”) to identify relevant financial and non-financial covenants and key

terms including the maturity date;

• reperforming the year end covenant calculation for the Group’s funding arrangements;

• assessing the ability of the Group to accurately forecast by comparing historical results

to forecasts and assessing the most recent year’s performance against forecasts to challenge

key assumptions in the base case and severe but plausible downside scenario;

• considering whether the assumptions applied in the severe but plausible scenario are considered

to be severe enough using our assessment of the possible range of each key assumption and

taking account of plausible (but not unrealistic) adverse effects that could arise;

• considering whether the going concern disclosure in Note 2 to the financial statements gives

a full and accurate description of the Directors’ assessment of going concern, including the

identified risks, and related sensitivities.

Independent auditor’s report

to the members of James Fisher and Sons plc continued

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Identifying and responding to risks of material misstatement related to compliance

with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material

effect on the financial statements from our general commercial and sector experience, through

discussion with the Directors, the Group General Counsel, the Company Secretary and other

management (as required by auditing standards), and from inspection of the Group’s regulatory

and legal correspondence and discussed with the Directors, the Group General Counsel, the

Company Secretary and other management the policies and procedures regarding compliance

with laws and regulations.

As the Group is regulated, our assessment of risks involved gaining an understanding of the

control environment including the entity’s procedures for complying with regulatory requirements.

We communicated identified laws and regulations throughout our team and remained alert

to any indications of non-compliance throughout the audit. This included communication

from the Group auditors to component auditors of relevant laws and regulations identified

at the Group level, and a request for component auditors to report to the Group audit team

any instances of non-compliance with laws and regulations that could give rise to a material

misstatement at the Group level.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements

including financial reporting legislation (including related companies legislation), distributable

profits legislation, taxation legislation and pension legislation and we assessed the extent of

compliance with these laws and regulations as part of our procedures on the related financial

statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences

of non-compliance could have a material effect on amounts or disclosures in the financial

statements, for instance through the imposition of fines or litigation or the loss of the Group’s

license to operate. We identified the following areas as those most likely to have such an effect:

health and safety, data protection laws, anti-bribery, foreign corrupt practices act, anti money

laundering and sanctions checking, environmental laws, employment law, maritime law and certain

aspects of company legislation recognising the nature of the Group’s activities and its legal form.

Auditing standards limit the required audit procedures to identify non-compliance with these laws

and regulations to enquiry of the Directors and other management and inspection of regulatory

and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed

to us or evident from relevant correspondence, an audit will not detect that breach.

We communicated identified fraud risks throughout the audit team and remained alert to any

indications of fraud throughout the audit. This included communication from the Group auditor

to component auditors of relevant fraud risks identified at the Group level and requesting

component auditors performing procedures at the component level to report to the Group

auditor any identified fraud risk factors or identified or suspected instances of fraud.

As required by auditing standards and taking into account possible pressures to meet profit

targets, covenants for banking facilities and our overall knowledge of the control environment,

we perform procedures to address the risk of management override of controls, in particular

the risk that Group and component management may be in a position to make inappropriate

accounting entries and the risk of bias in accounting estimates such as provisions for impairment

of goodwill. Further detail in respect of goodwill impairment is set out in the key audit matter

disclosures in section 2 of this report.

On this audit we believe there is a fraud risk related to revenue recognition on long-term contracts

due to the estimation around the stage of completion of those contracts. For remaining revenue

streams, we do not believe there is a fraud risk related to revenue recognition as the recognition

is not complex.

We did not identify any additional fraud risks.

We performed procedures including:

• Identifying journal entries to test for all selected components based on risk criteria and

comparing the identified entries to supporting documentation. These included unexpected

journals posted to revenue, expense, cash and borrowings accounts; and commissions paid

to agents as well as journals posted by senior members of management and journals with

specific descriptions.

• Evaluating the business purpose of significant unusual transactions.

• Assessing whether the judgements made in making accounting estimates are indicative

of a potential bias including assessing for bias the provision for impairment of goodwill.

• Using our own industry specialists to challenge the assumptions used for certain revenue

contracts where specific risk factors were identified.

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Directors’ remuneration report

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly

prepared in accordance with the Companies Act 2006.

Disclosures of emerging and principal risks and longer-term viability

We are required to perform procedures to identify whether there is a material inconsistency

between the Directors’ disclosures in respect of emerging and principal risks and the viability

statement, and the financial statements and our audit knowledge.

Based on those procedures, we have nothing material to add or draw attention to in relation to:

• the Directors’ confirmation within the viability statement page 74 that they have carried out

a robust assessment of the emerging and principal risks facing the Group, including those

that would threaten its business model, future performance, solvency and liquidity;

• the emerging and principal risks disclosures describing these risks and how emerging risks are

identified, and explaining how they are being managed and mitigated; and

• the Directors’ explanation in the viability statement of how they have assessed the prospects

of the Group, over what period they have done so and why they considered that period to

be appropriate, and their statement as to whether they have a reasonable expectation that the

Group will be able to continue in operation and meet its liabilities as they fall due over the period

of their assessment, including any related disclosures drawing attention to any necessary

qualifications or assumptions.

We are also required to review the viability statement, set out on page 74 under the UK Listing

Rules. Based on the above procedures, we have concluded that the above disclosures are

materially consistent with the financial statements and our audit knowledge.

Our work is limited to assessing these matters in the context of only the knowledge acquired

during our financial statements audit. As we cannot predict all future events or conditions and

as subsequent events may result in outcomes that are inconsistent with judgements that were

reasonable at the time they were made, the absence of anything to report on these statements

is not a guarantee as to the Group’s and Company’s longer-term viability.

Corporate governance disclosures

We are required to perform procedures to identify whether there is a material inconsistency

between the Directors’ corporate governance disclosures and the financial statements and

our audit knowledge.

We discussed with the Audit and Risk Committee matters related to actual or suspected breaches

of laws or regulations, for which disclosure is not necessary, and considered any implications for our

audit.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have

detected some material misstatements in the financial statements, even though we have properly

planned and performed our audit in accordance with auditing standards. For example, the further

removed non-compliance with laws and regulations is from the events and transactions reflected

in the financial statements, the less likely the inherently limited procedures required by auditing

standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud

may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal controls. Our audit procedures are designed to detect material misstatement. We are

not responsible for preventing non-compliance or fraud and cannot be expected to detect

non-compliance with all laws and regulations.

7. We have nothing to report on the other information in the Annual Report

The Directors are responsible for the other information presented in the Annual Report together

with the financial statements. Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except as explicitly stated

below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on

our financial statements audit work, the information therein is materially misstated or inconsistent

with the financial statements or our audit knowledge. Based solely on that work we have not

identified material misstatements in the other information.

Strategic report and Directors’ report

Based solely on our work on the other information:

• we have not identified material misstatements in the strategic report and the Directors’ report;

• in our opinion the information given in those reports for the financial year is consistent with the

financial statements; and

• in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Independent auditor’s report

to the members of James Fisher and Sons plc continued

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Auditor’s responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue our opinion

in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee

that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/

auditorsresponsibilities.

The Company is required to include these financial statements in an annual financial report

prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s

report provides no assurance over whether the annual financial report has been prepared in

accordance with those requirements.

10. The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3

of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state

to the Company’s members those matters we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s members, as a body, for

our audit work, for this report, or for the opinions we have formed.

Christopher Hearn (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square

London, E14 5GL

United Kingdom

12 March 2026

Based on those procedures, we have concluded that each of the following is materially consistent

with the financial statements and our audit knowledge:

• the Directors’ statement that they consider that the annual report and financial statements

taken as a whole is fair, balanced and understandable, and provides the information necessary

for shareholders to assess the Group’s position and performance, business model and strategy;

• the section of the Annual Report describing the work of the Audit and Risk Committee, including

the significant issues that the Audit and Risk Committee considered in relation to the financial

statements, and how these issues were addressed; and

• the section of the annual report that describes the review of the effectiveness of the Group’s

risk management and internal control systems.

We are required to review the part of the Corporate Governance Statement relating to the Group’s

compliance with the provisions of the UK Corporate Governance Code specified by the UK Listing

Rules for our review We have nothing to report in this respect.

8. We have nothing to report on the other matters on which

we are required to report by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion:

• adequate accounting records have not been kept by the Parent Company, or returns adequate

for our audit have not been received from branches not visited by us; or

• the Parent Company financial statements and the part of the Directors’ Remuneration Report to

be audited are not in agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

We have nothing to report in these respects.

9. Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 112, the Directors are responsible for:

the preparation of the financial statements including being satisfied that they give a true and fair

view; such internal control as they determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error; assessing the

Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern; and using the going concern basis of accounting unless they

either intend to liquidate the Group or the Parent Company or to cease operations, or have no

realistic alternative but to do so.

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Consolidated income statement

for the year ended 31 December 2025

Notes

Year ended

			Year ended
		31 December	31 December
		2025	2024
		£m	£m
Attributable to:
Owners of the Company		(4.4)	4 6.3
Non-controlling interests		0 .1	0 .1
		(4. 3)	46.4
(Loss)/profit per share		pence	pence
Basic	13	(8. 7)	92.0
Diluted	13	(8. 7)	8 9.7

The accompanying notes form part of these consolidated financial statements.

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Notes	£m	£m
Revenue	7	394.4	437 .7
Cost of sales		(266 .0)	(304.7)
Gross profit		128 .4	133. 0
Administrative expenses		(110.4)	(101. 6)
Impairment charges	8	(0.2)	(5 .2)
Profit on disposal of businesses	8	–	4 9. 5
Refinancing costs	5	–	(3.5)
Restructuring costs	5	(3. 3)	(1. 7)
Share of post-tax results of joint ventures	17	1.6	2 .6
and associates
Operating profit	8	1 6 .1	7 3 .1
Investment income	10	2 .6	2.8
Finance expense	10	(16. 5)	(21.2)
Net unrealised foreign exchange gain/(loss)	10	2 .1	(0 .7)
Profit before taxation		4.3	5 4.0
Tax expense	11	(8. 6)	(7 .6)
(Loss)/profit for the year		(4. 3)	46.4

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122

Consolidated statement of other comprehensive

income for the year ended 31 December 2025

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Notes	£m	£m
(Loss)/profit for the year		(4. 3)	46.4
Other comprehensive income/(expense):
Items that will not be classified to the income statement
Actuarial gain in defined benefit pension schemes	28	0.8	0 .1
Tax on items that will not be reclassified	11	(0.5)	0 .1
		0.3	0. 2
Items that may be reclassified to the income statement
Exchange differences on foreign currency net investments		(1 .0)	(4 .6)
Effective portion of changes in fair value of cash flow hedges	31	0 .1	(2. 3)
Net changes in fair value of cash flow hedges transferred to income statement	31	(0.2)	0.3
Tax on items that may be reclassified	11	(0. 1)	0.5
		(1 .2)	(6 . 1)
Total other comprehensive income/(expense) for the year		(0. 9)	(5.9)
Total comprehensive (expense)/income for the year		(5.2)	4 0.5
Attributable to:
Owners of the Company		(5.3)	4 0. 5
Non-controlling interests		0 .1	–
		(5.2)	4 0.5

The accompanying notes form part of these consolidated financial statements.

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Consolidated statement of financial position

at 31 December 2025

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Notes	£m	£m
Non-current liabilities
Other payables	24	(0.6)	–
Borrowings	25	(141. 3)	(115. 3)
Other financial liabilities	21	(0. 3)	–
Provisions	26	(4.7)	(0.5)
Deferred tax liabilities	27	(0. 7)	(0.7)
Retirement benefit obligations	28	(1. 6)	(1 .9)
		(149.2)	(118 .4)
Net assets		187 .3	190. 3
Equity
Share capital	30	12.7	12.6
Share premium	30	2 7. 6	2 6.8
Treasury shares	30	(0.5)	(0.2)
Other reserves	30	(23.2)	(22.0)
Retained earnings	30	17 0.2	172.7
Total shareholders’ equity		186 .8	189 .9
Non-controlling interests		0.5	0.4
Total equity		187 .3	190. 3

The accompanying notes form part of these consolidated financial statements.

The consolidated financial statements were approved by the Board of Directors on 12 March 2026

and signed on its behalf by:

Karen Hayzen-Smith

Chief Financial Officer

		Year ended	Year ended
		31 December	31 December
		2025	2024
Non-current assets	Notes	£m	£m
Goodwill	14	65.4	6 4. 5
Other intangible assets	14	14. 5	7. 2
Property, plant and equipment	15	104. 0	111 .4
Right-of-use assets	16	101.2	6 0.0
Investment in joint ventures and associates	17	6.6	5. 9
Other investments	18	1. 4	1.4
Other receivables	20	1. 5	6.8
Other financial assets	21	0. 5	1. 4
Deferred tax assets	27	4. 2	4.2
Retirement benefit surplus	28	9 .1	9 .1
		308.4	271.9
Current assets
Inventories	19	3 6 .1	32.8
Trade and other receivables	20	9 7. 1	114 .5
Other financial assets	21	0.7	–
Cash and cash equivalents	22	58 .8	86.2
Current tax receivable		3. 9	5. 4
Assets held for sale	23	9.0	0. 5
		205. 6	239.4
Current liabilities
Trade and other payables	24	(102.2)	(111. 3)
Current tax payable		(3.4)	(3.5)
Borrowings	25	(61. 6)	(78.9)
Other financial liabilities	21	–	(0.9)
Provisions	26	(9.6)	(8. 0)
Liabilities associated with assets held for sale	23	(0. 7)	–
		(177 .5)	(202.6)
Net current assets		2 8 .1	3 6.8
Total assets less current liabilities		336. 5	308.7

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Consolidated statement of changes in equity

for the year ended 31 December 2025

					Other		Total	Non-
		Share	Share	Treasury	Reserves	Retained	shareholders’	controlling	Total
		capital	premium	shares	(Note 30)	earnings	equity	interests	equity
	Notes	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024		12.6	2 6.8	(0. 5)	(16 .4)	125.5	148. 0	0.6	148. 6
Profit for the year		–	–	–	–	4 6.3	4 6.3	0 .1	46.4
Other comprehensive (expense)/income		–	–	–	(6. 0)	0.2	(5 .8)	(0. 1)	(5.9)
Total comprehensive (expense)/income		–	–	–	(6. 0)	46. 5	4 0. 5	–	4 0.5
Contributions by and distributions to owners:
Changes in ownership interest without a change in control		–	–	–	0. 4	(0 .4)	–	(0.2)	(0.2)
Share-based payments	29	–	–	–	–	1. 8	1.8	–	1. 8
Purchase of shares by Employee Share Ownership Trust		–	–	(0 .3)	–	–	(0. 3)	–	(0. 3)
Sale of shares by Employee Share Ownership Trust	30	–	–	0.6	–	(0 .7)	(0. 1)	–	(0. 1)
At 31 December 2024		12.6	2 6.8	(0.2)	(22.0)	172.7	189.9	0.4	190. 3
(Loss)/profit for the year		–	–	–	–	(4.4)	(4.4)	0 .1	(4.3)
Other comprehensive (expense)/income		–	–	–	(1.2)	0.3	(0.9)	–	(0.9)
Total comprehensive (expense)/income		–	–	–	(1 .2)	(4. 1)	(5.3)	0 .1	(5.2)
Contributions by and distributions to owners:
Arising on the issue of shares	30	0 .1	0.8	–	–	(0.9)	–	–	–
Changes in ownership interest without a change in control		–	–	–	–	(0.2)	(0 .2)	–	(0.2)
Share-based payments	29	–	–	–	–	2 .9	2.9	–	2.9
Purchase of shares by Employee Share Ownership Trust	30	–	–	(0.5)	–	–	(0.5)	–	(0.5)
Sale of shares by Employee Share Ownership Trust	30	–	–	0.2	–	(0.2)	–	–	–
At 31 December 2025		12.7	2 7. 6	(0.5)	(23.2)	170.2	186. 8	0. 5	187 .3

The accompanying notes form part of these consolidated financial statements.

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Consolidated cash flow statement

for the year ended 31 December 2025

		31 December	31 December
		2025	2024
	Notes	£m	£m
Financing activities
Repayment of lease liability principal		(22.8)	(16. 7)
Interest paid on lease liabilities	10	(6.4)	(4. 3)
Finance costs		(9.4)	(20.0)
Acquisition of non-controlling interests (NCI)		(0.2)	(0.6)
Proceeds from borrowings		2 7. 5	1 2 0.0
Repayment of borrowings		(27 .5)	(210 .0)
Repurchase of treasury shares	30	(0. 3)	(0.2)
Proceeds from sale of treasury shares	30	–	0. 2
Cash flows used in financing activities		(39. 1)	(131. 6)
Net increase/(decrease) in cash and cash equivalents	25	2.8	(2.6)
Cash and cash equivalents at 1 January	22	2 3.8	26 .4
Cash transferred from assets held for sale at 1 January	25	–	0.4
Net foreign exchange differences		(2.2)	(0.4)
Cash and cash equivalents at 31 December	22	24. 4	2 3.8

The accompanying notes form part of these consolidated financial statements.

		31 December	31 December
		2025	2024
	Notes	£m	£m
(Loss)/profit for the year		(4. 3)	46.4
Tax expense	11	8.6	7. 6
Adjustments for:
Depreciation and amortisation	8	4 5.8	4 0. 5
Impairments	8	2 .7	5. 2
Net finance expense	10	1 1.8	1 9 .1
Net gain on disposal of businesses	8	–	(49 .5)
Gains on disposals of property, plant and equipment	8	(2.4)	(13 .0)
and assets held for sale
Share of post-tax results of joint ventures and associates	17	(1 .6)	(2.6)
Share-based payments charge	29	2 .9	1.8
Other non-cash items		(0. 3)	0.3
(Increase)/decrease in inventories		(5.4)	2.0
Decrease/(increase) in trade and other receivables		2 1.0	(5.9)
(Decrease)/increase in trade and other payables		(8. 1)	1 0.3
Increase/(decrease) in provisions		3.3	(2.2)
Defined benefit pension cash contributions less service cost	28	0. 9	(1. 0)
Cash generated from operations		7 4.9	5 9.0
Income taxes paid		(8. 0)	(9. 7)
Cash flows from operating activities		66. 9	4 9.3
Investing activities
Dividends received from joint venture undertakings	17	1 .1	2 .3
Proceeds from the disposal of subsidiaries, net of cash	32	0.7	8 0.0
disposed
Proceeds from the disposal of property, plant and equipment		1.9	22.6
Proceeds from the disposal of assets held for sale		2.2	3.2
Finance income		2.2	2.6
Acquisition of property, plant and equipment	15	(25. 0)	(29. 3)
Development expenditure	14	(8. 0)	(2.4)
Debt instruments (issued to)/repaid by joint	17	(0. 1)	0.7
venture undertakings
Cash flows (used in)/from investing activities		(25 .0)	79.7

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Guide to financial statements disclosures

for the year ended 31 December 2025

Notes and appendices Page

Long-term assets – information relating to our long-term operational

and investment assets

14 Goodwill and other intangible assets 157

15 Property, plant and equipment 161

16 Right-of-use assets and leases 163

17 Investments in joint ventures and associates 165

18 Investments 166

28 Retirement benefit obligations 172

Other – other useful information

2 Summary of material accounting policies 128

23 Assets and liabilities held for sale 167

32 Disposal of businesses 188

33 Capital commitments 189

33 Contingent liabilities 189

34 Related party transactions 189

35 Post balance sheet events 190

Notes and appendices Page

Operations – information relating to our operating performance

5 Alternative performance measures 140

6 Segmental information 148

7 Revenue 150

8 Operating profit/(loss) 153

13 Earnings per share 156

Financing – information relating to how we finance our business

10 Investment income and finance expense 154

12 Dividends paid and proposed 156

21 Other financial assets and liabilities 167

22 Cash and cash equivalents 167

25 Borrowings 168

30 Share capital and other reserves 180

31 Financial instruments 181

Working capital – information relating to the day-to-day working capital

of our business

19 Inventories 166

20 Trade and other receivables 166

24 Trade and other payables 167

26 Provisions 170

Tax – information relating to our current and deferred taxation

11 Income taxes 155

27 Deferred tax 171

Employees – information relating to the costs of employing people

9 Group employee costs 153

28 Retirement benefit obligations 172

29 Share-based payments 179

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Notes to the consolidated financial statements

1. General information

James Fisher and Sons plc (the Company) is a public limited company registered and domiciled

in England and Wales and listed on the London Stock Exchange. The consolidated financial

statements comprise the financial statements of the Company, its subsidiary undertakings and

its interest in associates and jointly controlled entities (together, the Group), for the year ended

31 December 2025.

The registered address of the Company is Fisher House, Michaelson Road, Barrow-In-Furness,

Cumbria, LA14 1HR, United Kingdom.

The main activities of the Company and its subsidiaries are the provision of services to the oil

and gas and renewables sectors, marine services and specialist solutions in the defence sector

focused on life preservation.

2. Summary of material accounting policies

2.1. Statement of compliance

The consolidated financial statements have been prepared in accordance with United Kingdom-

adopted International Accounting Standards (UK-adopted IFRSs). The accounting policies applied

are consistent with those described in the Annual Report and Accounts of the Group for the year

ended 31 December 2024, unless otherwise stated. The consolidated financial statements are

presented in Pounds Sterling and all values are rounded to the nearest 0.1 million pounds (£0.1m),

except where otherwise indicated.

2.2. Basis of preparation

The consolidated financial statements have been prepared on a going concern basis under

the historical cost convention as modified by the recognition of derivative financial instruments,

financial assets and other financial liabilities at fair value through the profit and loss and the

recognition of financial assets at fair value through other comprehensive income.

The consolidated financial statements provide comparative information in respect of the

previous period.

2.3. Going concern

In determining the appropriate basis of preparation of the consolidated financial statements

for the year ended 31 December 2025, the Board is required to consider whether the Group

can continue in operational existence for a period of at least 12 months from the date of approval

of the consolidated financial statements. The Board has concluded that it is appropriate to adopt

the going concern basis, having undertaken a rigorous assessment of the financial forecasts,

key uncertainties and sensitivities, as set out below.

The Group entered into a single three-year £75.0m RCF and a five-year £20.0m bilateral facility

(Group’s funding arrangements) on 19 September 2024. The RCF included two one-year extension

options to extend its terms to September 2029, subject to lender approval. The Group exercised

an option in September 2025 to extend its term to September 2028. During 2025, the Group

secured a £12.5m general export facility for the Defence Division, comprising a £7.0m working

capital facility with a one-year term and a £5.5m guarantee facility with a five-year term.

Financial covenants are set out in Note 25.1.

There were committed facilities as at 31 December 2025 of £92.5m, following a £2.5m scheduled

step down on the RCF (2024: £95.0m) and undrawn committed facilities of £21.5m (2024: £17.0m).

In March 2026, the Group added £25.0m of liquidity by increasing the committed RCF by acceding

an additional lender into the existing agreement. The total committed facilities have therefore

increased from £92.5m to £117.5m.

As part of the Group’s funding arrangements, in addition to financial covenants, there is a non-

financial covenant that requires the Group to provide signed audited financial statements for all

guarantors’ party to the banking arrangement where applicable within 180 days of the year end.

The Group’s net debt for banking covenant purposes comprises net bank borrowings adjusted

for finance lease liabilities (on a pre-IFRS 16 basis) and advance payment guarantees. The net

debt for covenant purposes stood at £61.0m as at 31 December 2025 (2024: £61.0m), and the

net debt/EBITDA ratio of 1.3x (2024: 1.4x).

The Group, with the ongoing support of the banking syndicate, has remained in compliance with

all covenants during the period and remained so at the 31 December 2025 measurement date.

Board assessment

The Board has considered an appropriate period for going concern assessment considering

any known liquidity events that will occur after the 12-month period. The Directors concluded

that the 12-month going concern assessment period is appropriate.

Base case

The base case is derived from a detailed, bottom-up budget and plan that spans the going

concern period. The budget considers the macroeconomic environment, including inflationary

pressures and market trends. It also considers potential risks and opportunities during the period.

However, it does not factor in disposals or acquisitions, as these remain outside the Group’s direct

control.

The base case demonstrates that the Group has adequate levels of liquidity from its

committed facilities and complies with all its banking covenants throughout the going concern

assessment period.

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128

2.4. Climate change

In preparing the consolidated financial statements, management has considered the impact of

climate change, particularly in the context of the disclosures included in the Strategic report and

the stated Net Zero targets. These considerations did not have a material impact on the financial

reporting judgements and estimates, consistent with the assessment that climate change is not

expected to have a significant impact on the Group’s going concern assessment to 31 March 2027,

nor the viability of the Group over the next three years.

The following specific points were considered:

• The useful lives of property, plant and equipment

• The possibility of goodwill impairment and impairment of other long-lived assets

• The recoverability of the Group’s deferred tax assets

• The replacement programme for our Tankships

• The impact of market transition from fossil-fuels to more renewable and low-carbon alternatives

• Projected revenues for the oil and gas business within the Defence Division for the purposes

of value-in-use calculations

2.5. Basis of consolidation

2.5.1. Subsidiaries

The results of subsidiaries are consolidated for the periods from or to the date on which control

has passed. Control exists when the Company controls an investee when the investor is exposed,

or has rights, to variable returns from its involvement with the investees and has the ability to

affect those returns through its power over the investee. This assessment is re-performed

whenever there is a subsequent share purchase and a change in subsidiary ownership.

Acquisitions are accounted for under the purchase method of accounting from the acquisition

date, which is the date on which control is passed to the Group. The financial statements of

subsidiaries are prepared for the same reporting period as the Parent Company, using consistent

accounting policies. All intra-group balances, transactions, income and expenses are eliminated

in the consolidated financial statements.

Payments for the future services from employees or former owners are expensed. Any payments

to employees or former owners in respect of the acquisition of the business are capitalised.

This is carefully managed during the acquisition process so that former owners and/or employees

do not receive any incentive payments during an earn-out period.

2. Summary of material accounting policies continued

2.3. Going concern continued

Severe but plausible scenario

The Board also evaluated a range of sensitivities on the base case over the assessment period

to develop a severe but plausible scenario. These sensitivities include the following risks

simultaneously materialising:

• Trading downside risks related to unsecured revenue streams and the timing of contract wins,

resulting in an approximate 10% reduction in covenant EBITDA over the assessment period

• Cash flow disruptions arising from delayed collections from customers, project delivery

challenges and an increase in inventory days

Under a combination of all of the above downside scenarios (the combined severe but plausible

scenario), prior to mitigating actions within the control of management, the forecasts indicate that

there is sufficient headroom on all financial covenants in the going concern assessment period

and that the Group has adequate levels of liquidity. The Directors are confident that they have a

number of controllable mitigating actions that could be implemented should the combined severe

but plausible scenario materialise to address the limited headroom on liquidity, predominantly

from reducing discretionary spend on non-critical projects.

Reverse stress testing of the base case

The Board have also considered a reverse stress test scenario to ascertain the extent of

performance deterioration required to breach the Group’s banking covenants based on base

case forecasts:

• For leverage, during the lowest covenant testing period, and before applying any controllable

mitigations, a covenant EBITDA decline of 37.2% or a net debt increase of 59.2% would reduce

headroom to nil

• For interest cover, during the lowest covenant testing period, and before applying any

controllable mitigations, a covenant EBITDA decline of 29.4% or a net interest expense increase

of 41.7% would also result in nil headroom

The Board does not consider the reverse stress test scenario to be plausible.

Conclusion

Based on their assessment, the Board is confident that the Group will have sufficient funds

to meet its liabilities as they fall due for at least 12 months from the approval date of these

consolidated financial statements. Furthermore, the Group is expected to remain in compliance

with its covenant requirements. Accordingly, the consolidated financial statements have been

prepared on a going concern basis.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

129

Notes to the consolidated financial statements continued

2. Summary of material accounting policies continued

2.5. Basis of consolidation continued

2.5.2. Joint arrangements

A joint arrangement is an arrangement over which the Group and one or more third parties have

joint control. These joint arrangements are in turn classified as:

• Joint ventures whereby the Group has rights to the net assets of the arrangement, rather than

rights to its assets and obligations for its liabilities

• Joint operations whereby the Group has rights to the assets and obligations for the liabilities

relating to the arrangement

2.5.3. Joint ventures and associates

An associate is an entity over which the Group has significant influence, and which is not a joint

arrangement or subsidiary. Significant influence is the power to participate in the financial and

operating policy decisions of the investee but does not control or have joint control of those

policies.

Any investment in joint ventures or associates is carried in the balance sheet at cost, plus the

Group’s post-acquisition share in the change in net assets of the entity, less distributions received

and less any impairment provision. The consolidated income statement reflects the Group’s share

of the post-tax result of the joint venture or associate. The Group’s share of any changes

recognised by the joint venture or associate in other comprehensive income (OCI) is also

recognised in other comprehensive income.

2.5.4. Non-controlling interests

Non-controlling interests represent the proportion of profit or loss and net assets not held by the

Group and are presented separately in the consolidated income statement and in the consolidated

statement of financial position. Losses applicable to the non-controlling interests in a subsidiary

are allocated to the non-controlling interests even if doing so causes the non-controlling interests

to have a deficit balance. Put options upon non-controlling interests are sometimes recognised as

arising from business combinations. An initial option price estimate is recorded within payables

and a corresponding entry is made to other reserves.

On the acquisition of non-controlling interests, the difference between the consideration paid

and the fair value of the share of net assets acquired is recognised in equity. Changes to the

carrying value of the put option are similarly recorded within equity.

2.6. Foreign currency

The financial statements of subsidiary undertakings are prepared in their functional currency,

which is the currency of the primary economic environment in which they operate. For the

purposes of the consolidated financial statements, the results and financial position of each entity

are translated into Pounds Sterling (see Note 2.1), which is the Group’s presentational currency.

2.6.1. Foreign currency transactions in functional currency

Transactions in currencies other than the entity’s functional currency are initially recorded at rates

of exchange prevailing on the date of the transaction. At each subsequent balance sheet date:

(i) Foreign currency monetary items are retranslated at rates prevailing on the balance sheet

date and any exchange differences recognised in the income statement. Following a review

performed in 2024, the Group’s accounting policy in respect of unrealised foreign currency

translation on lease liabilities relating to vessels not denominated in the functional currency

of the operating entity was updated and is now applied on an ongoing basis. The Directors

concluded that, to more accurately reflect operating performance, the related foreign

exchange gains and losses should be recognised within the financing section of the

income statement. Accordingly, unrealised foreign exchange movements are presented

as “Net unrealised foreign exchange gain/(loss)” within financing, after netting against

movements on assets specifically held to manage currency fluctuations associated

with the lease liabilities. Other lease liabilities, including those for property, plant,

and equipment, are typically contracted in the same currency as the functional currency

of the operating entity

(ii) Non-monetary items measured at historical cost are not retranslated

(iii) Non-monetary items measured at fair value are retranslated using exchange rates at the

date the fair value was determined. Where a gain or loss is recognised directly in equity,

any exchange component is also recognised in equity and conversely where a gain or loss

is recognised in the income statement, any exchange component is recognised in the

income statement

2.6.2. Net investment in foreign operations

Exchange differences arising on monetary items forming part of the Group’s net investment

in overseas subsidiary undertakings which are denominated in the functional currency of the

subsidiary undertaking are taken directly to the translation reserve and subsequently recognised

in the income statement on disposal of the net investment. Exchange differences on foreign

currency borrowings, to the extent that they are used to provide an effective hedge against

Group equity investments in foreign currency, are taken directly to the translation reserve.

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130

2.8. Revenue recognition

Revenue represents income derived from contracts for the provision of goods and services

to customers in exchange for consideration in the ordinary course of the Group’s activities.

The Group has a broad range of activities; please refer to Note 7 for more detail on the categories

of revenue.

2.8.1. Performance obligations

Upon approval by the parties to a contract, the contract terms are reviewed to identify each

promise to transfer either a distinct product or service or a series of distinct products or services

that are substantially the same and have the same pattern of transfer to the customer. The criteria

the Group uses to identify the performance obligations within a contract are

• The customer must be able to benefit from the products or services either on their own

or in combination with other resources readily available to the customer; and

• The entity’s promise to transfer the goods or services to the customer is separable from

other promises in the contract.

2.8.2. Transaction price

The total transaction price is estimated as the amount of consideration to which the Group

expects to be entitled in exchange for transferring the promised goods and services to the

customer, excluding sales taxes. Variable consideration, such as price escalation, is included

based on the expected value or most likely amount only to the extent that it is highly probable that

there will not be a reversal in the amount of cumulative revenue recognised. The transaction price

does not include estimates of consideration resulting from contract modifications, such as change

orders, until they have been approved by the parties to the contract. The total transaction price is

allocated to the performance obligations identified in the contract in proportion to their relative

stand-alone selling prices, where appropriate. Given the bespoke nature of some of the Group’s

products and services, which are designed and/or manufactured under contract to the customer’s

individual requirements and specifications, there are typically no observable stand-alone selling

prices. In such cases, stand-alone selling prices are typically estimated based on expected costs

plus, contract margin consistent with the Group’s pricing principles.

2. Summary of material accounting policies continued

2.6. Foreign currency continued

2.6.3. Translation from functional currency to presentational currency

The assets and liabilities of operations, where the functional currency is different from the

Group’s presentational currency, are translated at the closing period-end exchange rates.

Income and expenses are translated at the average exchange rate for the reporting period.

All other exchange differences on transactions in foreign currencies are recorded at the rate

ruling at the date of the transaction.

Resulting exchange differences are recognised in the consolidated statement of other

comprehensive income. Tax charges and credits attributable to exchange differences included

in the reserve are also dealt with in the translation reserve.

2.7. Discontinued operations and assets held for sale

Non-current assets, or disposal groups comprising of assets and liabilities, are classified as held

for sale if it is highly probable that they will be recovered through a sale transaction, rather than

through continuing use.

The assets or disposal group are measured at the lower of carrying amount and fair value, less

cost to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to the

remaining assets and liabilities on a pro-rata basis, except that no loss is allocated to inventories,

financial assets, deferred tax assets and employee benefit assets, which continue to be measured

in accordance with the Group’s other accounting policies. Impairment losses, on initial classification,

as held for sale and subsequent gains and losses on re-measurement, are recognised in the

income statement.

A discontinued operation is a component of the Group’s business, the operations and cash flows

of which can be clearly distinguished from the rest of the Group and which:

(a) Represents a separate major line of business or geographical area of operations;

(b) Is part of a single co-ordinated plan to dispose of a separate major line of business

or geographical area of operations; or

Classification as a discontinued operation occurs at the earlier of disposal or when the operation

meets the criteria to be classified as held for sale.

When an operation is classified as a discontinued operation, the comparative statement of profit

and loss and OCI is re-presented as if the operation had been discontinued from the start of the

comparative year.

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Notes to the consolidated financial statements continued

2. Summary of material accounting policies continued

2.8. Revenue recognition continued

2.8.3. Revenue recognition

Revenue is recognised as performance obligations are satisfied and as control of the products

and services are transferred to the customer.

For each performance obligation within a contract, the Group determines whether it is satisfied

over time or at a point in time. Performance obligations are satisfied over time if one of the

following criteria is satisfied:

• The customer simultaneously receives and consumes the benefits provided by the Group’s

performance as they perform e.g. service and maintenance or transportation contracts

• The Group’s performance creates or enhances an asset that the customer controls as the

asset is created or enhanced i.e. the customer has the right to significantly modify or dictate

how the product is built during construction

• The Group’s performance does not create an asset with an alternative use to the Group

(i.e. we would incur a significant loss to re-work and/or sell to another customer) and the Group

has an enforceable right to payment for performance completed to date

For each performance obligation that is satisfied over time, the Group applies a single method of

measuring progress toward complete satisfaction of the obligation. The Group measures progress

toward satisfaction of a performance obligation that is satisfied over time using a single method

that best depicts the transfer of goods or services to the customer, being either:

• Output method (i.e. measure of progress by reference to units produced or delivered, contract

milestones, or surveys of work performed)

• Input method (i.e. measure of progress by reference to costs incurred)

Revenue from construction contracts is recognised over the contract term (over time) as the

work progresses, either as products are produced or as services are rendered. These are typically

longer-term contracts where revenue is recognised according to the stage of completion reached

in the contract by measuring the proportion of costs incurred for work performed to total

estimated costs (input method). This is deemed to be the most appropriate method as there is

direct correlation between costs incurred in building the asset and the measurement of progress

towards satisfying the applicable performance obligations. The accounting for construction

contracts involves a judgemental process of estimating total sales, costs and profit for each

performance obligation. Cost of sales is recognised as incurred.

Costs are only included in the measurement of progress towards satisfying the performance

obligation where there is a direct relationship between the input and the satisfaction of the

performance obligation.

While the scope and price on certain construction contracts may be modified over their life,

the transaction price is based on current rights and obligations under the contract and does

not include potential modifications until they are agreed upon with the customer. When applicable,

a cumulative adjustment or separate recognition for the additional scope and price may result.

Construction contracts can be negotiated with a fixed price or a price in which we are reimbursed

for costs incurred, plus an agreed-upon profit.

For construction contracts, changes in estimated revenues, cost of sales and the related effect

on operating income are recognised using a cumulative catch-up adjustment which recognises

in the current period the cumulative effect of the changes on current and prior periods based on

a construction contract’s percentage of completion. When it is probable that total contract costs

will exceed total contract revenue (i.e. a contract becomes onerous), a provision for the entire

reach-forward loss on the construction contract is recognised as an expense.

Where the criteria to recognise revenue over time are not met, then revenue is recognised at the

point in time at which control of the products or services is transferred to the customer and the

performance obligation is satisfied. The customer obtains control of the product or service when

the customer can direct the use of the product or service and obtain the benefits from the product

or service.

Control passes when the products or services are either despatched, delivered to the customer

(in accordance with the terms and conditions of the sale) or where required installation and testing

is completed. At this point, the customer has completed its acceptance procedures and has

assumed control, and this is when the performance obligation is satisfied.

Revenue related to operating lease rental income is recognised in the income statement

on a straight-line basis over the period of the hire.

For more detail on the Group’s revenue recognition policy, please see Note 7.

2.8.4. Contract assets and liabilities

Contract assets arise where the Group has the right to receive consideration for the work

completed that has not been billed at the reporting date (accrued income), while contract

liabilities represent liabilities for consideration from customers received in advance.

Invoicing for services and products depends on the nature of the service or product provided.

Invoices are raised upon the completion of the related milestone or service activity. Some services

are invoiced in advance and others in arrears, of which the billing frequency varies from contract

to contract. Where amounts invoiced are greater than revenue recognised, this is treated as

deferred revenue and conversely where revenue is recognised in advance of billing this is treated

as accrued income. Revenue from construction contracts is payable when milestones on agreed

deliverables are achieved, which is typically 30 days following completion of a milestone. For

other types of revenue, the payment terms are typically 30 to 90 days.

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The cost of providing benefits is determined using the projected unit credit method, with actuarial

valuations being carried out at the end of each annual reporting period. Re-measurements

comprising actuarial gains and losses, the effect of the asset ceiling (if applicable) and the return

on plan assets (excluding interest) are recognised immediately in the statement of financial

position with a charge or credit to other comprehensive income in the period in which they occur.

Re-measurements recognised in other comprehensive income are not re-classified. Past service

cost is recognised in the income statement when the plan amendment or curtailment occurs,

or when the Group recognises related restructuring costs or termination benefits, if earlier.

Gains or losses on settlement of a defined benefit plan are recognised when the settlement

occurs. Net interest is calculated by applying a discount rate to the net defined benefit liability

or asset. Defined benefit costs are split into three categories:

• Service costs, which includes current service cost, past service cost and gains and losses

on curtailments and settlements

• Net interest expense or income

• Re-measurement

The Group recognises service costs within the income statement within administrative expenses

(see Note 28).

Net interest expense or income is recognised within net finance costs (see Note 10).

The retirement benefit obligation recognised in the consolidated statement of financial position

represents the deficit or surplus in the Group’s defined benefit plans. Any surplus resulting from

this calculation is limited to the present value of any economic benefits available in the form

of refunds from the plans or reductions in future contributions to the plans.

2.10. Income taxes

The income tax expense represents the sum of current and deferred income tax expense.

It is provided on taxable profits or losses from activities not qualifying for tonnage tax relief

and is recognised in the income statement except to the extent that it relates to items recognised

in other comprehensive income or directly in equity, in which case the current and deferred tax

are also recognised in other comprehensive income or directly in equity.

2.10.1. Current tax

Current tax is the expected corporation tax payable or receivable in respect of the taxable profit

or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date,

less any adjustments to tax payable or receivable in respect of previous years.

2. Summary of material accounting policies continued

2.8. Revenue recognition continued

2.8.5. Costs to fulfil a contract

Contract fulfilment costs in respect of over-time contracts are expensed as incurred. Contract

fulfilment costs in respect of point-in-time contracts are accounted for under IAS 2, Inventories.

2.8.6. Warranty obligations

Provision is made for warranties offered with products where it is probable that an obligation

to transfer economic benefits to the customer in future will arise. This provision is based on

management’s assessment of the previous history of claims and probability of future obligations

arising on a product-by-product basis. Provisions for warranty costs are set out in Note 26.

2.9. Employee benefits

2.9.1. Short-term employee benefits

The Group recognises a liability and an expense for short-term employee benefits, including

bonuses, only when contractually or constructively obliged.

2.9.2. Share-based payments

Equity-settled share-based payments to employees are measured at the fair value of the equity

instruments at the grant date. The fair value excludes the effect of non-market-based vesting

conditions. Details regarding the determination of the fair value of equity-settled share-based

transactions are set out in Note 29.

The fair value determined at the grant date of the equity-settled share-based payments is

expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the

number of equity instruments that will eventually vest. At each reporting date, the Group revises

its estimate of the number of equity instruments expected to vest as a result of the effect of

non-market-based vesting conditions. The impact of the revision of the original estimates, if

any, is recognised in the income statement, such that the cumulative expense reflects the revised

estimate, with a corresponding adjustment to reserves. At vesting date, the cumulative expense

is adjusted to reflect the number of awards that meet the related service and non-market

performance conditions.

2.9.3. Retirement benefits

Payments to defined contribution retirement benefit plans are recognised as an expense when

employees have rendered service entitling them to the contributions. Other than this contribution,

the Group has no further legal or constructive obligation to make further contributions to the scheme.

A defined benefit scheme is a pension plan under which the amount of pension benefit that an

employee receives on retirement is defined by reference to factors including age, years of service

and compensation. The schemes are funded by payments determined by periodic actuarial

calculations agreed between the Group and the trustees of trustee-administered funds.

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Notes to the consolidated financial statements continued

2. Summary of material accounting policies continued

2.10. Income taxes continued

2.10.2. Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying

amounts of assets and liabilities in the financial statements and the corresponding tax bases used

in the computation of taxable profit, and is accounted for using the liability method. Deferred tax

liabilities are generally recognised for all taxable temporary differences and deferred tax assets

are recognised to the extent that it is probable that taxable profits will be available against which

deductible temporary differences can be utilised. Such assets and liabilities are not recognised if

the temporary difference arises from the initial recognition (other than in a business combination)

of other assets and liabilities in a transaction that affects neither the taxable profit nor the

accounting profit. In addition, a deferred tax liability is not recognised if the temporary difference

arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments

in subsidiaries and associates, and interests in joint ventures, except where 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 assets arising from deductible temporary

differences associated with such investments and interests are only recognised to the extent

that it is probable that there will be sufficient taxable profits against which to utilise the benefits

of the temporary differences, and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced

to the extent that it is no longer probable that sufficient taxable profits will be available to allow

all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the

liability is settled, or the asset is realised based on tax laws and rates that have been enacted

or substantively enacted at the reporting date.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would

follow from the manner in which the Group expects, at the end of the reporting period, to either

recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset

current tax assets against current tax liabilities and when they relate to income taxes levied by

the same taxation authority and the Group intends to settle its current tax assets and liabilities

on a net basis.

2.11. Intangible assets

Intangible assets, excluding goodwill arising on a business combination, are stated at cost

or fair value less any provision for impairment.

Intangible assets assessed as having finite lives are amortised over their estimated useful

economic life and are assessed for impairment whenever there is an indication that they are

impaired. Amortisation charges are on a straight-line basis and recognised in the income

statement. Estimated useful lives are as follows:

Development costs 5 years or over the expected period of product sales, if less

Intellectual property 3 to 20 years

Patents and licences 5 years or over the period of the licence, if less

Other intangibles 5 years

2.11.1. Goodwill arising on a business combination

Goodwill arising on the acquisition of a subsidiary represents the excess of the aggregate of the

fair value of the consideration over the aggregate fair value of the identifiable assets, liabilities

and contingent liabilities acquired. Goodwill is initially recognised at cost and is subsequently

measured at cost, less any accumulated impairment losses.

When the Group disposes of an operation within a cash generating unit (CGU) or restructures

the business, any disposal/reallocation is performed using a relative value approach, unless

the Directors consider another method better reflects the goodwill associated with the remaining

and reorganised units.

Costs related to an acquisition, other than those associated with the issue of debt or equity securities

incurred in connection with a business combination, are expensed to the income statement.

2.11.2. Acquired intangible assets

Intangible assets that are acquired as a result of a business combination, including but not limited

to customer relationships, supplier lists, patents and technology, and that can be separately

measured at fair value on a reliable basis are recorded initially at fair value and amortised over

their expected useful life. Amortisation is expensed to the income statement.

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2.13. Impairment of tangible and intangible assets

At each reporting date, the Group assesses whether there are any indications that an asset

has been impaired. If any indication exists, an estimate of the recoverable amount of the asset

is made which is determined as the higher of its fair value less cost to sell and its value-in-use.

These calculations are determined for an individual asset unless that asset does not generate

cash inflows independently from other assets, in which case its value is determined as part of

that group of assets. To assess the value-in-use, estimated future cash flows relating to the asset

are discounted to their present value using a pre-tax discount rate that reflects the current market

assessment of the time value of money and risks specific to the asset. Where the carrying amount

of the asset exceeds its recoverable amount, the asset is considered to be impaired and is written

down to its recoverable amount. Impairment losses are recognised in the income statement.

2.13.1. Impairment of goodwill

Goodwill acquired in a business combination is allocated against the appropriate combination

of business units deemed to obtain advantage from the benefits acquired of the goodwill. These

are designated as CGUs. Impairment is then assessed annually by comparing the recoverable

amount of the relevant CGU with the carrying value of the CGU’s goodwill. Recoverable amount

is measured as the higher of the CGU’s fair value, less cost to sell and the value-in-use. For CGUs

designated as assets held for sale/discontinued operations, the fair value less cost to sell is used.

Where the recoverable amount of the CGU is less than its carrying amount including goodwill,

an impairment loss is recognised in the income statement. An impairment loss for goodwill will

not be reversed in a subsequent period.

2.13.2. Impairment of tangible and other intangible assets

If any indication of a potential impairment exists, the recoverable amount is estimated to

determine the extent of any impairment loss. Assets are grouped together for this purpose

at the lowest level for which there are separately identifiable cash flows.

If an event occurs after the recognition of an impairment that leads to a decrease in the amount

of the impairment loss previously recognised, the impairment loss is reversed. The reversal is

recognised in the income statement to the extent that the carrying value of the asset does not

exceed its amortised cost at the reversal date.

2.14. Leases

The Group assesses whether a contract is, or contains, a lease, at inception of the contract.

A contract is, or contains, a lease if the contract conveys the right to control the use of an

identified asset for a period of time in exchange for consideration.

2. Summary of material accounting policies continued

2.11. Intangible assets continued

2.11.3. Research and development costs

Research expenditure is expensed in the income statement as incurred.

Expenditure on development that represents the application of research to the development

of new products or processes is capitalised, provided that specific projects are identifiable,

technically feasible, and the Group has sufficient resources to complete development. The useful

life of projects meeting the criteria for capitalisation is determined on a project-by-project basis.

Capitalised development expenditure is measured at cost and amortised over its expected useful

life on a straight-line basis. Other development costs are recognised in the income statement

as incurred.

2.12. Property, plant and equipment

Property, plant and equipment is stated at cost, less accumulated depreciation and any provision

for impairment losses. Cost comprises expenditure incurred during construction, delivery and

modification. Where a substantial period of time is required to bring an asset into use, the

attributable finance costs are capitalised and included in the cost of the relevant asset.

Dry dock costs for owned and leased vessels are deferred as a component of the related tangible

fixed asset and depreciated over their useful economic lives until the next estimated overhaul.

Depreciation is provided to write off the cost of property, plant and equipment to their residual

value in equal annual instalments over their estimated useful lives, as follows:

Freehold property 40 years

Leasehold improvements 25 years or the period of the lease, if shorter

Plant and equipment Between 5 and 20 years

Vessels Between 10 and 25 years

No depreciation is charged on assets under construction.

Residual values of vessels are set initially at 20% of purchase cost or fair value at acquisition,

which the Directors believe to be an approximation of current values. Residual values and

estimated remaining lives are reviewed annually by the Directors and adjusted if appropriate

to reflect the relevant market conditions and expectations, obsolescence and normal wear

and tear.

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Notes to the consolidated financial statements continued

2. Summary of material accounting policies continued

2.14. Leases continued

2.14.1. The Group as lessee

At inception, or on reassessment of a contract that contains a lease component, the Group

allocates the consideration in the contract to each lease component-based on their relative

stand-alone prices. However, for the leases of land and buildings, the Group has elected not

to separate non-lease components and accounts for the lease and non-lease components as

a single lease component.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date.

The right-of-use asset is initially measured at cost, 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, or to restore the underlying asset, or the site on which it is located, less any lease

incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the

commencement date to the earlier of the end of the lease term or the useful life of the underlying

asset, which is determined on the same basis as property, plant and equipment. The right-of-use

asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements

of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid

at the commencement date, discounted using the interest rate implicit in the lease or, if that rate

cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses

its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

• Fixed payments, including in-substance fixed payments

• Variable lease payments that depend on an index or a rate, initially measured using the index

rate at the commencement date

• Amounts expected to be payable under a residual guarantee

• The exercise price under a purchase option that the Group is reasonably certain to exercise,

lease payments in an optional renewal period if the Group is reasonably certain to exercise an

extension option, and penalties for early termination of a lease unless the Group is reasonably

certain not to terminate early

The lease liability is measured at amortised cost using the effective interest method. It is

re-measured when there is a change in future lease payments arising from a change in an index

or rate if there is a change in the Group’s estimate of the amount expected to be payable under

a residual value guarantee, or if the Group changes its assessment of whether it will exercise

a purchase, extension or termination option.

When the lease liability is re-measured in this way, a corresponding adjustment is made to the

carrying amount of the right-of-use asset, or it is recorded in the income statement if the carrying

amount of the right-of-use asset is reduced to zero.

The Group presents right-of-use assets as a separate line item and lease liabilities within

borrowings in the consolidated statement of financial position.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term

leases of machinery that have a lease term of 12 months or less at inception and leases of

low-value assets, including IT equipment. The Group recognises the lease payments associated

with these leases as an expense on a straight-line basis over the lease term.

2.14.2. The Group as lessor

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance

or an operating lease, making an overall assessment of whether the lease transfers substantially

all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then

the lease is treated as a finance lease, otherwise as an operating lease.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and

sub-lease separately, assessing the classification of the sub-lease with reference to the right-

of-use asset arising from the head lease.

The Group recognises lease payments received under operating leases as income on a straight-

line basis over the lease term.

2.15. Other investments

Other investments which are in unquoted entities are held at fair value and are subject to an

annual review. The Group elects on an asset-by-asset basis whether fair value movements

are recognised in the income statement or directly in equity.

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On initial recognition of an equity investment not held for trading, the Group can irrevocably elect,

on an investment-by-investment basis, to present subsequent changes in the investment’s fair

value in OCI.

All financial assets not classified as measured at amortised cost or FVOCI, as described above,

including derivative financial instruments are measured at fair value through profit and loss.

Financial assets at fair value through profit and loss, including any interest or dividend income,

are recognised in the profit and loss.

Financial assets at amortised cost are valued using the effective interest method with the

amortised cost reduced by any impairment losses, with interest income, foreign exchange gains

or losses, impairment and de-recognition gains or losses recognised in the income statement.

Debt investments are measured at fair value with interest income calculated using the effective

interest method with any foreign exchange gains and losses, or impairments, taken through

the profit and loss. Other net gains or losses, and those on de-recognition accumulated through

the OCI, are re-classified in the income statement.

Equity investments are measured at fair value with dividends recognised through the profit

and loss. Other net gains or losses are recognised in the OCI and are never re-classified in

the income statement.

2.17.2.2. Financial liabilities

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability

is classified as at FVTPL if it is classified as held for trading, it is a derivative or it is designated

as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net

gains and losses, including any interest expense, are recognised in the income statement.

Contingent consideration is considered to be a financial liability measured at FVTPL.

Other financial liabilities are subsequently measured at amortised cost using the effective

interest method. Interest expense, foreign exchange gains and losses, and any gain or loss

on de-recognition are recognised in the income statement.

2. Summary of material accounting policies continued

2.16. Inventories

Inventories are stated at the lower of cost and net realisable value. Cost includes all costs incurred

in bringing each product to its present location and condition. Raw materials, consumables stock

and finished goods for sale are stated at purchase cost on a first-in, first-out basis. Work in

progress and finished goods are stated at the cost of direct materials and labour plus attributable

overheads allocated on a systematic basis based on a normal level of activity. Net realisable value

is based on estimated selling price less the estimated costs of completion and sale or disposal.

2.17. Financial instruments

2.17.1. Recognition and initial measurement

Trade receivables and debt securities issued 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 instrument.

A financial asset, other than a trade receivable without a significant financing component,

or financial liability is initially measured at fair value plus transaction costs that are directly

attributable to its acquisition or issue. A trade receivable without a significant financing

component is initially measured at the transaction price.

2.17.2. Classification and subsequent measurement

2.17.2.1. Financial assets

On initial recognition, a financial asset is classified as subsequently measured at: amortised

cost; at fair value through other comprehensive income (FVOCI) – debt investment; FVOCI –

equity instrument; or fair value through the profit and loss account (FVTPL).

Financial assets are not re-classified subsequent to their initial recognition unless the Group

changes its business model for managing financial assets, in which case all affected financial

assets are re-classified on the first day of the first reporting period following the change in

business model.

A financial asset is measured at amortised cost if it is not designated as FVTPL and it is held

to collect contractual cash flows with contractual terms that give rise on specified dates to cash

flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it is not designated as at FVTPL, and it is held with

the objective of collecting contractual cash flows and selling financial assets with contractual

terms that give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

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Notes to the consolidated financial statements continued

2. Summary of material accounting policies continued

2.17. Financial instruments continued

2.17.3. De-recognition

The Group de-recognises a financial asset when the contractual rights to the cash flows from

that asset expire, or it transfers the rights to receive the contractual cash flows in a transaction

in which substantially all the risks and rewards of ownership of the financial asset are transferred.

The Group de-recognises a financial liability when its contractual obligations are discharged,

cancelled or expire. On de-recognition of a financial liability, the difference between the carrying

amount extinguished and the consideration paid is recognised in the income statement.

2.17.4. Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency and interest rate

risk exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition,

derivatives are measured at fair value, and changes therein are generally recognised in the

income statement. The Group designates certain derivatives as hedging instruments to hedge

the variability in cash flows associated with highly probable forecast transactions arising from

changes in foreign exchange rates and interest rates and certain derivatives and non-derivative

financial liabilities as hedges of foreign exchange risk on a net investment in a foreign operation.

At inception of designated hedging relationships, the Group documents the risk management

objective and strategy for undertaking the hedge and the economic relationship between the

hedged item and the hedging instrument, including whether the changes in cash flows of the

hedged item and hedging instrument are expected to offset each other

The appropriate level of hedging is monitored by Group Treasury and the Group Board.

As part of this review process the following are assessed:

• The hedging effectiveness to determine that there is an economic relationship between

the hedged item and the hedging instrument

• The hedge ratio

• That the hedged item and instrument are not intentionally weighted to create hedge

ineffectiveness

Cash flow hedges

When a derivative is designated as a cash flow hedging instrument, the effective portion of

changes in the fair value of the derivative is recognised in OCI and accumulated in the hedging

reserve. Any ineffective portion of changes in the fair value of the derivative is recognised

immediately in the income statement.

The Group designates only the change in fair value of the spot element of forward exchange

contracts as the hedging instrument in cash flow hedging relationships.

For all hedged forecast transactions, the amount accumulated in the hedging reserve is

re-classified to the income statement in the same period or periods during which the hedged

expected future cash flows affect profit or loss.

Cash and short-term deposits included in the statement of financial position comprise cash

at bank and in hand and short-term deposits with an original maturity of three months or less

from the original acquisition date. Cash and cash equivalents included in the cash flow statement

comprise cash and short-term deposits, net of bank overdrafts.

If the hedged future cash flows are no longer expected to occur, then the amounts that have

been accumulated in the hedging reserve and the cost of hedging reserve are immediately

re-classified to the income statement.

Net investment hedges

When a derivative instrument or a non-derivative financial liability is designated as the hedging

instrument in a hedge of a net investment in a foreign operation, the effective portion of, for a

derivative, changes in the fair value of the hedging instrument or, for a non-derivative, foreign

exchange gains and losses are recognised in OCI and presented in the translation reserve within

equity.

Any ineffective portion of the changes in the fair value of the derivative or foreign exchange gains

and losses on the non-derivative is recognised immediately in the income statement. The amount

recognised in OCI is re-classified to the income statement as a reclassification adjustment on

disposal of the foreign operation.

2.17.5. Expected credit losses

The Group has applied the expected credit loss model to financial assets measured at amortised

cost. For trade receivables and contract assets, the simplified approach is taken, and a provision

is made for the lifetime expected credit losses. For all other in-scope financial assets at the

balance sheet date either the lifetime expected credit loss, or a 12-month expected credit loss

is provided for, depending on the Group’s assessment of whether the credit risk associated with

the specific asset has increased significantly since initial recognition. As the Group’s financial

assets are predominantly short term (less than 12 months), the impairment loss recognised

is not materially different using either approach.

The carrying amounts of financial assets and contract assets represent the maximum

credit exposure.

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3.2. Major sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty

at the reporting period that may have a significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next financial year, are discussed below.

3.2.1. Impairment of goodwill

Goodwill, which is set out in Note 14, £65.4m (2024: £64.5m) is tested annually for any impairment

in accordance with the accounting policy in Note 2.13.1. The value-in-use of the Group’s cash

generating units (CGU) requires assumptions about the three-year revenue growth rate except for

the Renewables CGU where a five-year revenue growth rate has been used, terminal value growth

rate and discount rate. Inherent uncertainty involved in forecasting and discounting future cash

flows is a key area of estimation. The carrying value of goodwill is compared to its recoverable

amount which represents the higher of its value-in-use and fair value less costs of disposal. The

assessment also includes sensitivity analysis to identify the range of outcomes and the validity of

underlying assumptions. Management do not consider that any reasonably possible changes in

the assumptions involved in the estimates will lead to a materially different outcome in the next

financial period. For both Renewables and James Fisher Defence (JFD), as the headroom of these

CGUs is lower, additional sensitivities for the key assumptions for these two CGU’s are provided

on Note 14.

3.2.2. Defined benefit pensions

Pension assumptions are used to determine the amount of defined benefit obligations including

future rates of inflation, discount rates and mortality of members (see Note 28). Valuation of

2. Summary of material accounting policies continued

pension assets is based on fair value which is an estimate, however the fair value of pension

assets is not considered a major source of estimation uncertainty.

2.18. Treasury shares

Shares issued by the Company which are held by the Company or its subsidiary entities

(including the Employee Share Ownership Trust (“ESOT”)), are designated as treasury shares.

The cost of these shares is deducted from equity. No gains or losses are recognised on the

purchase, sale, cancellation or issue of treasury shares. Consideration paid or received is

recognised directly in equity.

2.19. Alternative performance measures (APMs)

The Group uses various measures to manage its business which are not defined by generally

accepted accounting principles (GAAP). The Group’s management believes these measures

provide valuable additional information to users of the accounts in understanding the Group’s

performance. The Group’s APMs are defined and reconciled to GAAP measures in Note 5.

3. Significant accounting judgements, estimates and assumptions

In applying the Group’s accounting policies, which are described in Note 2, the Directors are

required to make judgements (other than those involving estimations) that have a significant

impact on the amounts recognised and to make estimates and assumptions about the carrying

amounts of assets and liabilities that are not readily apparent from other sources. The estimates

and associated assumptions are based on historical experience and other factors that are

considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the revision

affects only that period, or in the period of the revision and future periods if the revision affects

both current and future periods.

3.1. Critical accounting judgements

In preparing the consolidated financial statements, management is required to make judgements

about when or how items should be recognised in the financial statements. There are no critical

accounting judgements used in preparing the current year consolidated financial statements.

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Notes to the consolidated financial statements continued

4. New and amended IFRS standards

4.1. New and amended IFRS standards that are effective for the current year

The Group applied for the first time certain standards and amendments, which are effective

for annual periods beginning on or after 1 January 2025 (unless otherwise stated). The Group

has not early adopted any other standard, interpretation or amendment that has been issued

but is not yet effective. The adoption of these standards has not had a material effect on the

consolidated financial statements.

Amendments to IAS 21 Lack of Exchangeability

4.2. New and revised IFRS standards that are in issue but not yet effective

At the date of authorisation of these financial statements, the Group has not applied the following

new and revised IFRS standards that have been issued but are not yet effective:

Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and

Measurement of Financial Instruments

Annual Improvements to IFRS Accounting

Standards – Volume 11

IFRS 18 Presentation and Disclosure in Financial

Statements

IFRS 19 Subsidiaries Without Public Accountability

Disclosures

Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an investor

and its Associate or Joint Venture

The Directors do not expect the adoption of the new standards and amendments to the existing

standards listed above will have a material impact on the consolidated financial statements of the

Group in future periods, except if indicated below.

IFRS 18 – Presentation and Disclosure in Financial Statements

IFRS 18 replaces IAS 1 Presentation of Financial Statements, carrying forward many of the

requirements in IAS 1 unchanged and complementing them with new requirements. In addition,

some IAS 1 paragraphs have been moved to IAS 9 Accounting Policies, Changes in Accounting

Estimates and Errors and IFRS 7 Financial Instruments: Disclosures. There are also small

amendments to IAS 7 Statement of Cash Flows and IAS 33 Earnings Per Share.

IFRS 18 introduces new requirements to:

• Present specified categories and defined subtotals in the income statement

• Provide disclosures on management-defined performance measures (MPMs) in the notes

to the financial statements

• Improve aggregation and disaggregation

IFRS 18 is applicable for annual reporting periods beginning on or after 1 January 2027, with

earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8

and IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires retrospective

application with specific transition provisions. The Group does not currently intend to adopt this

standard early and therefore this standard is expected to be first presented within the Annual

Report and Accounts for the period ended 31 December 2027.

The Directors anticipate that the application of the new standard will have an impact on

presentation of the Group’s consolidated financial statements from the point of adoption.

5. Alternative performance measures

The Group uses various measures which are not defined by generally accepted accounting

principles (GAAP) under International Financial Reporting Standards (IFRS) adopted in the

United Kingdom. The alternative performance measures (APMs) should be considered in addition

to, and not as a substitute for or superior to, the information presented in accordance with IFRS,

as APMs may not be directly comparable with similar measures used by other companies.

The Group believes that APMs, when considered together with IFRS results, provide the readers

of the financial statements with complementary information to better understand and compare

the financial performance and position of the Group from period to period. The adjustments are

usually items that are significant in size and/or non-recurring in nature. These measures are also

used by management for planning, reporting and performance management purposes. Some of

the measures form part of the covenant ratios calculation required under the terms of the Group’s

borrowings agreements.

As APMs include the benefits of restructuring programmes or use of the acquired intangible

assets but exclude certain significant costs, such as amortisation of intangible assets, litigation,

material restructuring and transaction items, they should not be regarded as a complete picture of

the Group’s financial performance, which is presented in its IFRS results. The exclusion of adjusting

items may result in underlying profits/(losses) being materially higher or lower than IFRS earnings.

During the year, a review of the Group’s performance measures was undertaken. As a result, a

minor definitional update was made to return on capital employed (ROCE), a definitional update

was applied to the underlying effective tax rate, and a new APM, underlying operating cash flow,

was introduced.

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5. Alternative performance measures continued

The following APMs are referred to in the Annual Report and Accounts and described in the following paragraphs.

5.1. Underlying operating profit

Underlying operating profit is defined as operating profit adjusted for acquisition-related income and expense (amortisation or impairment of acquired intangible assets, acquisition expenses,

adjustments to contingent consideration), the costs of a material restructuring, litigation, asset impairment and profit/loss relating to the sale of businesses or any other significant one-off

adjustments to income or expenses (adjusting items).

Underlying operating profit is used as a basis for net debt: EBITDA and interest cover covenant calculations, required under the terms of the Group’s borrowing agreements. This APM is also

used internally to measure the Group’s performance against previous years and budgets, as the adjusting items fluctuate year-on-year and may be unknown at the time of budgeting.

Year ended 31 December 2025

			Disposal of
	As	Impairment	businesses				Underlying
	reported	charges	and assets	Restructuring	Other	Tax	results
	£m	£m	£m	£m	£m	£m	£m
Revenue	394.4	–	–	–	–	–	394.4
Cost of sales	(266.0)	2.5	–	–	–	–	(263.5)
Gross profit	128.4	2.5	–	–	–	–	130.9
Administrative expenses	(110.4)	–	2.1	–	4.4	–	(103.9)
Impairment charges	(0.2)	0.2	–	–	–	–	–
Restructuring costs	(3.3)	–	–	3.3	–	–	–
Share of post-tax results of joint ventures and associates	1.6	–	–	–	–	–	1.6
Operating profit	16.1	2.7	2.1	3.3	4.4	–	28.6
Investment income	2.6	–	–	–	–	–	2.6
Finance expense	(16.5)	–	–	–	0.6	–	(15.9)
Net unrealised foreign exchange gain/(loss)	2.1	–	–	–	(2.1)	–	–
Profit before taxation	4.3	2.7	2.1	3.3	2.9	–	15.3
Tax expense	(8.6)	(0.1)	–	(0.2)	0.1	3.8	(5.0)
(Loss)/profit for the year	(4.3)	2.6	2.1	3.1	3.0	3.8	10.3
Operating margin (%)	4.1%						7.3%

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Notes to the consolidated financial statements continued

5. Alternative performance measures continued

5.1. Underlying operating profit continued

Year ended 31 December 2025

			Disposal of
	As	Impairment	businesses			Underlying
	reported	charge	and assets	Restructuring	Other	results
	£m	£m	£m	£m	£m	£m
Segmental underlying operating profit is calculated as follows:
Energy	14.2	0.9	0.9	0.9	0.7	17.6
Defence	3.1	1.8	0.1	0.5	–	5.5
Maritime Transport	16.3	–	0.7	0.5	3.3	20.8
Corporate	(17.5)	–	0.4	1.4	0.4	(15.3)
Operating profit	16.1	2.7	2.1	3.3	4.4	28.6

During the year ended 31 December 2025, adjusting items in arriving at the underlying results were in relation to:

• Impairment charges – the £2.7m impairment charge in 2025 comprises £0.9m relating to asset impairments within the Scantech Norway business in the Energy Division and £1.8m relating to assets

in Defence. Both impairments arose following a strategic realignment of product portfolios (see Note 15).

• Disposal of businesses and assets – £1.2m incurred during the year are costs associated with previously disposed businesses, primarily relating to legal and professional fees. A further £0.9m

was incurred in relation to the staged closure of the Inspection, Repair and Maintenance operations in the Middle East and Africa.

• Restructuring – the £3.3m incurred during the period relates to the Group’s multi-year transformation programme, which is focused on simplification, rationalisation, and business integration.

These costs mainly related to organisational re-sizing.

• Other – comprises costs outside the normal course of business, including exceptional legal and professional fees relating to isolated matters. It also includes £2.2m associated with the estimated

settlement of a historic pension matter.

• Tax – £3.2m adjustment for tax attributes not recognised for deferred tax purposes (including losses and UK Corporate Interest restriction), £0.4m adjustment for write-off of a deferred tax asset

and £0.2m adjustment in respect to prior period adjustments.

During the year, the Directors approved a presentational change to separately disclose other items and taxation. As a result, the comparative tax information has been re-presented. There is also

restatement that reflects a lower underlying effective tax rate, driven by the exclusion of additional rate impacting non cash adjustments and any one off or exceptional tax charges or credits, such

as prior year adjustments or changes in tax rates. This re-measurement enhances transparency and provides a more representative view of the Group’s sustainable tax rate on underlying profits,

supporting improved comparability over time.

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5. Alternative performance measures continued

5.1. Underlying operating profit continued

Year ended 31 December 2024 (restated)

			Disposal of
	As	Impairment	businesses					Underlying
	reported	charges	and assets	Re-financing	Restructuring	Other	Tax (restated) 1	results
	£m	£m	£m	£m	£m	£m	£m	£m
Revenue	437.7	–	–	–	–	–	–	437.7
Cost of sales	(304.7)	–	–	–	–	–	–	(304.7)
Gross profit	133.0	–	–	–	–	–	–	133.0
Administrative expenses	(101.6)	–	(5.4)	–	–	1.0	–	(106.0)
Impairment charges	(5.2)	5.1	–	–	–	–	–	(0.1)
Profit on disposal of businesses	49.5	–	(49.5)	–	–	–	–	–
Re-financing costs	(3.5)	–	–	3.5	–	–	–	–
Restructuring costs	(1.7)	–	–	–	1.7	–	–	–
Share of post-tax results of joint ventures and associates	2.6	–	–	–	–	–	–	2.6
Operating profit/(loss)	73.1	5.1	(54.9)	3.5	1.7	1.0	–	29.5
Investment income	2.8	–	–	–	–	–	–	2.8
Finance expense	(21.2)	–	–	–	–	0.8	–	(20.4)
Net unrealised foreign exchange gain/(loss)	(0.7)	–	–	–	–	0.7	–	–
Profit before taxation	54.0	5.1	(54.9)	3.5	1.7	2.5	–	11.9
Tax expense	(7.6)	0.1	0.1	–	(0.1)		4.7	(2.8)
Profit for the year	46.4	5.2	(54.8)	3.5	1.6	2.5	4.7	9.1
Operating margin (%)	16.7%							6.7%

1 The comparative numbers have been restated due to a revision in the calculation of the underlying effective tax rate, which removes certain non-cash adjustments that previously affected the rate, leading to a reduction in the underlying effective tax rate.

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Notes to the consolidated financial statements continued

5. Alternative performance measures continued

5.1. Underlying operating profit continued

Year ended 31 December 2024

			Disposal of
	As	Impairment	businesses				Underlying
	reported	charges	and assets	Re-financing	Restructuring	Other	results
	£m	£m	£m	£m	£m	£m	£m
Segmental underlying operating profit is calculated as follows:
Energy	74.8	2.8	(52.6)	–	0.4	(0.6)	24.8
Defence	2.0	0.1	–	–	0.3	(0.5)	1.9
Maritime Transport	17.2	2.2	(3.5)	–	0.2	(1.0)	15.1
Corporate	(20.9)	–	1.2	3.5	0.8	3.1	(12.3)
Operating profit/(loss)	73.1	5.1	(54.9)	3.5	1.7	1.0	29.5

The underlying results include £3.5m of operating profit from the sale of life-of-field rental-related assets that occurred in the ordinary course of business.

During the year ended 31 December 2024, adjusting items in arriving at the underlying results were in relation to:

• Impairment charges – the £5.1m net impairment charge in 2024 comprised a £3.2m goodwill impairment related to our Inspection, Repair and Maintenance business (see Note 14), £1.4m impairment

relating to two joint ventures within the Maritime Transport Division, a £0.9m impairment in a South African joint venture within our Maritime Transport Division and £0.2m impairment of assets

within the Scantech Norway business in the Energy Division. This was partially offset by an impairment reversal of £0.7m following the successful recovery of previously impaired receivables from

a closed business.

• Disposal of businesses and assets – mainly comprised a £49.5m gain on disposal of businesses. The remaining profit primarily arises from the sale of the remaining assets of the closed Subtech

Europe business.

• Re-financing – costs associated with refinancing activities, obtaining a waiver from the Group’s lenders and completion of various requirements and conditions of the revolving credit facility (RCF)

primarily related to legal and advisory costs.

• Restructuring – costs related to the Group’s multi-year transformation programme expected to be completed in 2027 which focuses on simplification, rationalisation and business integration.

These costs primarily consisted of redundancy-related expenses.

• Other – includes £0.3m amortisation of acquired intangibles (see Note 14) and legal and professional fees that are non-recurring and outside the normal course of business.

• Tax – £3.1m adjustment for tax attributes not recognised for deferred tax purposes (including losses and UK Corporate Interest restriction), £1.0m adjustment for write-off of a deferred tax asset

in respect to losses and £0.6m adjustment in respect to prior period adjustments.

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144

5. Alternative performance measures continued

5.2. Covenant EBITDA

Covenant EBITDA is calculated in line with the Group’s banking covenants effective from

1 October 2024. It is defined as the rolling 12-month underlying operating profit before interest,

tax, depreciation and amortisation on a pre-IFRS 16 basis, excluding the EBITDA of businesses

disposed of during the year. The IFRS 16 adjustment is calculated as a difference between

right-of-use asset depreciation and lease payments for leases that would have been classified

as operating leases under IAS 17. The numbers below are presented on a rolling 12-month basis

for both years.

	2025	2024
	£m	£m
Underlying operating profit (Note 5.1)	28.6	29.5
Amortisation of intangible assets (Note 14)	0.7	1.1
Depreciation of tangible assets (Note 15)	19.0	19.8
Depreciation of right-of-use assets (Note 16)	26.1	19.6
Amortisation of acquired intangibles (Note 14)	(0.1)	(0.3)
EBITDA	74.3	69.7
IFRS 16 impact removed	(28.3)	(18.7)
Covenant EBITDA for interest cover	46.0	51.0
EBITDA less IFRS 16 impact of businesses disposed in the year	–	(7.1)
Covenant EBITDA for leverage	46.0	43.9

5.3. Leverage (Net debt – covenant basis : EBITDA)

Leverage, also known as Net debt – covenant basis : EBITDA is calculated in line with the Group’s

banking covenants. It is defined as Net debt – covenant basis, divided by Covenant EBITDA. Net

debt is net borrowings as set out in Note 25, excluding the IFRS 9 amortised cost adjustment and

right-of-use operating leases, which are the leases that would have been classified as operating

leases under IAS 17. Net debt – covenant basis is defined as Net debt plus guarantees and

collateral deposits. Guarantees are those issued by a bank or financial institution to compensate

a stakeholder in the event of a Group company not fulfilling its obligations in the ordinary course

of business, in relation to either advance payments or trade debtors.

	2025	2024
	£m	£m
Net borrowings (Note 25)	144.1	108.0
Deduct:
Lease liabilities under IFRS 16 (Note 16)	(90.6)	(54.4)
IFRS 9 amortised cost adjustment	0.2	0.7
	(90.4)	(53.7)
Add:
Lease liabilities under IAS 17	0.7	1.8
Guarantees and collateral deposits	6.6	4.9
	7.3	6.7
Net debt – covenant basis	61.0	61.0
Covenant EBITDA (Note 5.2)	46.0	43.9
Leverage	1.3	1.4

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Notes to the consolidated financial statements continued

5. Alternative performance measures continued

5.4. Return on Capital Employed

Capital employed is defined as net assets less right-of-use assets plus net borrowings. Average

capital employed was previously adjusted for the timing of businesses acquired and after adding

back cumulative amortisation of customer relationships. During 2025, the Directors approved

an update to the definition of ROCE to remove the reference to the cumulative amortisation

add back. This change simplified the calculation without resulting in a change in the metric.

ROCE is defined as rolling 12-month underlying operating profit, less notional tax at the underlying

effective tax rate, divided by average capital employed. Capital employed is defined as net assets,

less right-of-use assets, plus net borrowings. Average capital employed is adjusted to reflect the

timing of business acquisitions.

Divisional ROCE is defined as the rolling 12-month underlying operating profit, divided by the

average capital employed.

		2024
	2025	(restated) 1
	£m	£m
Net assets	187.3	190.3
Right-of-use assets (Note 16)	(101.2)	(60.0)
Net borrowings (Note 25)	144.1	108.0
Capital employed	230.2	238.3
Underlying operating profit (Note 5.1)	28.6	29.5
Notional tax at the underlying effective tax rate of 32.7% (2024: 23.5%)	(9.4)	(6.8)
Underlying operating profit after notional tax	19.2	22.7
Average capital employed	234.3	261.0
Return on capital employed	8.2%	8.7%

1 The restatement arises from a revision to the calculation of the underlying effective tax rate, as set out in Note 5.1. There was

no impact on the metric as a result of the definitional update.

The three Divisional ROCEs are detailed below:

			Maritime
	Energy	Defence	Transport
Year ended 31 December 2025	£m	£m	£m
Net assets (Note 6)	114.2	49.4	67.0
Right-of-use assets	(10.4)	(6.3)	(84.2)
Net borrowings	11.6	6.9	71.9
Capital employed	115.4	50.0	54.7
Underlying operating profit (Note 6)	17.6	5.5	20.8
Average capital employed	119.0	53.1	57.2
Return on capital employed	14.8%	10.4%	36.4%

			Maritime
	Energy	Defence	Transport
Year ended 31 December 2024	£m	£m	£m
Net assets (Note 6)	122.8	55.6	65.6
Right-of-use assets	(12.6)	(5.3)	(41.6)
Net borrowings	12.3	5.8	35.7
Capital employed	122.5	56.1	59.7
Underlying operating profit (Note 6)	24.8	1.9	15.1
Average capital employed	141.0	53.9	67.5
Return on capital employed	17.6%	3.5%	22.4%

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146

5. Alternative performance measures continued

5.5. Interest cover

Interest cover is calculated in line with the Group’s banking covenants under the Group’s current

facilities. The numbers below are presented on a full year basis, but the December 2024 actual

banking covenant is calculated from the start of the current facility in September 2024. It is

defined as a ratio of rolling 12-month EBITDA to rolling 12-month covenant interest. Covenant

interest is defined as interest payable on bank loans and overdrafts, other interest payable, and

interest payable on leases classified as finance leases under IAS 17, less interest receivable on

short-term deposits.

	2025	2024
	£m	£m
Net finance expense (Note 10)	(11.8)	(19.1)
Add back:
Amortisation of loan arrangement fees (Note 10)	0.8	2.5
Net unrealised foreign exchange (gain)/loss (Note 10)	(2.1)	0.7
Interest payable on pre-IFRS 16 operating leases	6.4	4.3
Re-measurement of borrowings	0.6	0.8
Other interest expense	(0.1)	–
	5.6	8.3
Deduct:
Interest receivable from joint ventures (Note 10)	(0.1)	(0.2)
IAS 19 pension interest receivable (Note 10)	(0.4)	(0.3)
	(0.5)	(0.5)
Covenant interest	(6.7)	(11.3)
EBITDA (Note 5.2)	46.0	51.0
Interest cover	6.9	4.5

5.6. Underlying earnings per share (EPS)

Underlying earnings per share (EPS) is calculated as underlying profit before tax, less income tax,

but excluding the tax impact on adjusting items and adjusting for corporate interest restriction tax

disallowance, less profit attributable to non-controlling interests, divided by the weighted average

number of ordinary shares in issue during the year. Underlying earnings per share is a

performance condition used for the Long-Term Incentive Plan.

		2024
	2025	(restated) 1
	£m	£m
(Loss)/profit attributable to owners of the Company	(4.4)	46.3
Adjusting items (Note 5.1)	11.0	(42.1)
Tax on adjusting items (Note 5.1)	3.6	4.7
Underlying profit attributable to owners of the Company	10.2	8.9
Basic weighted average number of shares (Note 13)	50,421,974	50,364,912
Diluted weighted average number of shares	53,132,573	51,640,361
Underlying basic earnings per share	20.2	18.1
Underlying diluted earnings per share	19.2	17.6

1 The comparative numbers have been restated due to a revision in the calculation of the underlying effective tax rate, which

removes certain non-cash adjustments that previously affected the rate, leading to a reduction in the underlying effective tax

rate, as disclosed in Note 5.1.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

147

Notes to the consolidated financial statements continued

5. Alternative performance measures continued

5.7. Underlying operating cash flow

Underlying operating cash flow has been introduced in 2025 as an alternative performance

measure, given that it is a performance condition used for the annual bonus. Underlying operating

cash flow provides a measure of operating cash generation on an equivalent basis to underlying

operating profit.

	2025	2024
	£m	£m
Underlying operating profit	28.6	29.5
Depreciation and amortisation (excluding that of acquired intangibles)	45.7	40.2
Share of post-tax results of joint ventures and associates	(1.6)	(2.6)
Share based payments charge	2.9	1.8
Other non-cash	(0.3)	0.3
Defined benefit pension cash contribution less service costs	0.9	(1.0)
Movements in working capital	10.8	4.2
Non-underlying movements within working capital	(0.4)	1.6
Underlying operating cash flow	86.6	74.0

6. Segmental information

The Group has three operating segments: Energy, Defence and Maritime Transport, whose

operating results are regularly reviewed by the Board, which is the Group’s chief operating

decision-maker, for the purposes of resource allocation and performance assessment. The

Divisions’ principal activities are set out in the Strategic report on pages 24 to 29. Energy and

Defence are differentiated by markets and industries which they serve. The Maritime Transport

Division is differentiated by the services which it provides.

The three operating segments consist of multiple Product Lines, which are grouped into their

respective reported segments based on the services they provide. The Energy Division provides

services to the energy and renewables markets including compressor services in oil and gas

markets and Bubble Curtains for offshore wind, Inspection Repair and Maintenance, Commissioning,

Cable and Blade maintenance and support into Renewables and Subsea and Decommissioning

Services. The main business lines within Defence are Submarine Rescue, Defence Diving,

Special Forces Vehicles, Submarine Platforms, and Commercial Diving and Hyperbaric Systems.

The Maritime Transport Division comprises the Tankship business, Cattedown Wharves

and Fendercare.

The Board assesses the performance of the segments based on underlying operating profit,

underlying operating margin and return on capital employed. It considers that this information

is the most relevant in evaluating the performance of its segments relative to other entities which

operate in similar markets. Inter-segmental sales are made using prices determined on an arm’s-

length basis. Sector assets exclude cash and cash equivalents, retirement benefit surpluses and

corporate assets that cannot reasonably be allocated to operating segments. Sector liabilities

exclude borrowings, retirement benefit obligations and corporate liabilities that cannot reasonably

be allocated to operating segments.

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148

6. Segmental information continued

			Maritime
	Energy	Defence	Transport	Corporate	Total
Year ended 31 December 2025	£m	£m	£m	£m	£m
Segmental revenue	158.9	88.8	147.0	–	394.7
Inter-segmental sales	(0.3)	–	–	–	(0.3)
Revenue	158.6	88.8	147.0	–	394.4
Share of post-tax results of joint	0.1	1.0	0.5	–	1.6
ventures and associates
Underlying operating profit/	17.6	5.5	20.8	(15.3)	28.6
(loss)
Adjusting items (Note 5.1)	(3.4)	(2.4)	(4.5)	(2.2)	(12.5)
Operating profit/(loss)	14.2	3.1	16.3	(17.5)	16.1
Investment income					2.6
Finance expense					(16.5)
Net unrealised foreign exchange					2.1
Profit before taxation					4.3
Tax expense					(8.6)
Loss for the year					(4.3)
Assets and liabilities
Segmental assets	162.2	94.1	174.0	77.1	507.4
Investment in joint ventures	2.0	4.1	0.5	–	6.6
and associates
Total assets	164.2	98.2	174.5	77.1	514.0
Segmental liabilities	(50.0)	(48.8)	(107.5)	(120.4)	(326.7)
Net assets/(liabilities)	114.2	49.4	67.0	(43.3)	187.3
Other segmental information
Capital expenditure 1	15.1	12.6	71.5	0.1	99.3
Depreciation and amortisation	12.0	5.6	2 7.6	0.6	45.8

			Maritime
	Energy	Defence	Transport	Corporate	Total
Year ended 31 December 2024	£m	£m	£m	£m	£m
Segmental revenue	207.7	80.1	150.1	–	437.9
Inter-segmental sales	(0.2)	–	–	–	(0.2)
Revenue	207.5	80.1	150.1	–	437.7
Share of post-tax results of joint	0.1	1.5	1.0	–	2.6
ventures and associates
Underlying operating profit/	24.8	1.9	15.1	(12.3)	29.5
(loss)
Adjusting items (Note 5.1)	50.0	0.1	2.1	(8.6)	43.6
Operating profit/(loss)	74.8	2.0	17.2	(20.9)	73.1
Investment income					2.8
Finance expense					(21.2)
Net unrealised foreign exchange					(0.7)
Profit before taxation					54.0
Tax expense					(7.6)
Profit for the year					46.4
Assets and liabilities
Segmental assets	185.3	81.9	132.0	106.2	505.4
Investment in joint ventures	1.8	4.1	–	–	5.9
and associates
Total assets	187.1	86.0	132.0	106.2	511.3
Segmental liabilities	(64.3)	(30.4)	(66.4)	(159.9)	(321.0)
Net assets/(liabilities)	122.8	55.6	65.6	(53.7)	190.3
Other segmental information
Capital expenditure 1	16.2	9.0	19.0	0.7	44.9
Depreciation and amortisation	13.9	5.1	21.3	0.2	40.5

1 Capital expenditure relates to additions within other intangible assets, property, plant and equipment and right-of-use assets, of which details can be found in Notes 14, 15 and 16.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

149

Notes to the consolidated financial statements continued

7. Revenue

7.1. Products and services

The table below outlines the Group’s principal products and services by Division, along with details on performance obligations and revenue recognition. Revenue is recognised as the Group fulfils

its contractual obligations to customers.

Division	Principal products and services	Performance obligations	Revenue recognition
Energy	Products
	Strain gauges for use in construction, measurement equipment for use	Point in time	• On despatch or delivery, depending on contract terms
	in construction and products used in support of well service activities
	Artificial lift special completion technology and software, which was	Over time	• Customer acceptance of project milestones
	disposed of in 2024
			• Based on right of use / right of access
			• Based on stage of completion, input measure based on costs incurred
			as a proportion of total expected costs or straight-line over licence term
	Services
	Blade repairs, high voltage cable laying, well testing, hire of air	Over time	• Acceptance from customer
	compressors, steam generators, heat suppression equipment		• Customer-approved timesheets
	(including personnel) supporting well testing and offshore wind farm
	construction.		• Time-based monthly billing
	Specialist subsea services, offshore wind control room services,		• Stage of completion, input/output measure based on costs incurred
	inspection, repair, and maintenance services, engineering and design		as a proportion of total costs / achievement of KPIs or milestones
	solutions, nanobubble oxygenation service, full project support for
	offshore and subsea operations, decommissioning service
	Site preparation asset management, installation, and commissioning	Point in time/Over time	• Acceptance from customer
	services
			• Stage of completion based on project milestones
	Construction Contracts
	Marine civils, engineering projects to support offshore wind and oil	Over time	• Stage of completion input/output measure, based on costs incurred
	and gas		as a proportion of total costs/achievement of KPIs or milestones

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7. Revenue continued

7.1. Products and services continued

Division	Principal products and services	Performance obligations	Revenue recognition
Defence	Products
	General diving equipment, spares, breathing machines, and subsea	Point in time	• On despatch or delivery, depending on contract terms
	equipment for commercial and defence applications
	Services
	Submarine rescue services (ad hoc tasks), military diving equipment	Point in time	• Acceptance from customer
	servicing (taskings)
			• Completion of test
	Submarine rescue services, military diving equipment servicing	Over time	• Output basis / achievement of KPIs
	(core – in service support)
	Submarine rescue services (training exercises/mid-life refits)	Over time	• Stage of completion, input measure based on costs incurred
			as a proportion of total expected costs
	Construction contracts
	Dive support vessels, submarine platform equipment, components	Over time	• Stage of completion output measure based on specific milestones
	and assemblies, Tactical Diving Vehicles and carrier seals (subsea/		in process
	surface craft) and recompression chambers
Maritime Transport	Products
	Fenders, safety, and monitoring equipment	Point in time	• On despatch or delivery, depending on contract terms
	Services
	Transport, storage of chemicals and petroleum, ship-to-ship	Over time	• Stage of completion output measure based on specific milestones
	transfer and port services		in process
			• Vessel tendering notice of readiness to enter the port

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Notes to the consolidated financial statements continued

7. Revenue continued

7.2. Revenue from external customers by point-in-time and over-time

performance obligations

			Maritime
	Energy	Defence	Transport	Total
Year ended 31 December 2025	£m	£m	£m	£m
Revenue recognised at a point in time	8.6	25.8	21.3	55.7
Revenue recognised over time	150.0	63.0	125.7	338.7
Revenue	158.6	88.8	147.0	394.4

			Maritime
	Energy	Defence	Transport	Total
Year ended 31 December 2024	£m	£m	£m	£m
Revenue recognised at a point in time	53.0	34.7	33.1	120.8
Revenue recognised over time	154.5	45.4	117.0	316.9
Revenue	2 07.5	80.1	150.1	437.7

7.3. Revenue from external customers by products and services

			Maritime
	Energy	Defence	Transport	Total
Year ended 31 December 2025	£m	£m	£m	£m
Products	4.0	16.0	21.3	41.3
Services	147.8	53.8	125.7	327.3
Construction contracts	6.8	19.0	–	25.8
Revenue	158.6	88.8	147.0	394.4

			Maritime
	Energy	Defence	Transport	Total
Year ended 31 December 2024	£m	£m	£m	£m
Products	29.0	20.4	33.1	82.5
Services	141.1	55.8	117.0	313.9
Construction contracts	37.4	3.9	–	41.3
Revenue	2 07.5	80.1	150.1	437.7

Within the Energy Division, there are specific maintenance contracts that include variable

consideration related to performance-based achievements over a number of years. Reflecting

on the contract terms, the susceptibility of factors outside of the entity’s control that would

impact the consideration, and the limited experience history management has on these specific

maintenance contracts, management have concluded that the variable consideration should

be constrained. On this basis, none of the £5.0m variable consideration within these contracts

has been recognised in the period, otherwise there is a risk of subsequent reversal when the

uncertainty is subsequently resolved.

7.4. Geographical analysis of revenue from external customers

and non-current assets

Geographical revenue is determined by the location in which the product or service is provided.

Where customers receive the product or service in one geographical location for use or shipment

to another, it is not practicable for the Group to identify this, and the revenue is attributed to the

location of the initial shipment. The geographical allocation of segmental assets and liabilities is

determined by the location of the attributable business unit. The 2025 non-current assets balance

below excludes certain assets in accordance with IFRS 8, such as investments in joint ventures

and associates, other financial instruments, deferred tax and post-employment benefits. These

are included in the 2024 non-current asset, but no restatement has been made as it was not

considered material.

	Revenue		Non-current assets
	2025	2024	2025	2024
	£m	£m	£m	£m
United Kingdom	121.7	129.4	212.9	188.2
Europe	40.6	52.4	34.7	36.5
Middle East, Africa and the Americas	146.7	172.5	21.4	26.8
Asia-Pacific	85.4	83.4	16.1	20.4
Total	394.4	437.7	285.1	271.9

7.5. Major customers

No single customer generates revenue greater than 10% of the consolidated revenue.

7.6. Unsatisfied performance obligations

At 31 December 2025, for contracts that had an original expected duration of more than one

year, the Group had unsatisfied performance obligations of £322.2m (2024: £297.8m), representing

contractually committed revenue to be recognised at a future date. Of this amount, £93.6m

(2024: £72.2m) is expected to be recognised within one year and £228.6m (2024: £225.6m)

is expected to be recognised after one year.

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8. Operating profit/(loss)

Operating profit/(loss) from continuing operations is arrived at after charging/(crediting):

		2025	2024
	Note	£m	£m
Amortisation of intangible assets	14	0.7	1.1
Depreciation of property, plant and equipment	15	19.0	19.8
Depreciation of right-of-use assets	16	26.1	19.6
Impairment charges/(reversals):
Goodwill	14	–	3.2
Intangible assets	14	–	0.2
Property, plant and equipment	15	1.9	0.2
Investment in joint ventures	17	–	2.2
Inventory		0.6	–
Asset held for sale		0.2	–
Trade and other receivables		(2.9)	(0.6)
Employee costs	9	125.9	122.6
Gain on disposal of property plant and equipment and assets held for sale		2.4	13.0
Gain on disposal of businesses, net of disposal costs	32	–	49.5

Impairment charges and reversals include £0.2m recognised within administrative expenses

(2024: £5.2m) and a net reversal of £0.3m recognised within cost of sales (2024: £nil). Included

within the gain on disposal of businesses in the prior year is a gain of £48.8m relating to the sale

of RMSpumptools Limited and £0.7m relating to the sale of Martek Holdings Limited.

The total remuneration of the Group’s auditor, KPMG LLP, for services provided to the Group

is analysed below:

	2025	2024
	£m	£m
Audit of the financial statements of the Parent Company	1.0	1.2
Audit-related assurance services (half-year review)	0.2	0.2
Local statutory audits of subsidiaries	1.8	2.5
Other non-audit services	–	0.9
Total fees payable to Group auditor	3.0	4.8

There was a further £0.1m (2024: £0.6m) in relation to the prior year audit, which was billed

subsequent to the completion of the audit.

9. Group employee costs

9.1. Staff costs

	2025	2024
	£m	£m
Wages and salaries	101.5	103.7
Social security costs	13.7	12.2
Pension costs	7.8	4.9
Share-based payments expense (Note 30)	2.9	1.8
	125.9	122.6

The total staff costs that were capitalised during the year amounted to £1.6m (2024: £1.1m).

The actual number of employees, including Executive Directors, employed by the Group

was 1,9 47 at 31 December 2025 (2024: 1,899).

The average number of employees, including Executive Directors, employed by the Group

is detailed below by function:

	2025	2024
	Number	Number
Production and Engineering	1,130	1,054
Sales	83	88
Administration	738	706
Seafarers	30	25
	1,981	1,873

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Notes to the consolidated financial statements continued

9. Group employee costs continued

9.2. Executive Director’s remuneration

	2025	2024
	£m	£m
Short-term remuneration	2.1	1.2
Pension costs	0.1	0.1
Share-based payments expense	0.9	0.4
Gains under the exercise of share options	–	0.2

	2025	2024
	Number	Number
Directors accruing retirement benefits	2	2

Further details on Directors’ remuneration and their interest in shares of the Company are set out

in the Directors’ remuneration report.

See pages 94 to 109.

9.3. Remuneration of key management personnel

Key management personnel include the Executive Directors of the Company and other senior

members of the management team.

	2025	2024
	£m	£m
Short-term employee benefits	6.0	3.8
Share-based payments expense	1.7	0.9
	7.7	4.7

10. Investment income and finance expense

Investment income and finance expense comprise:

	2025	2024
	£m	£m
Interest receivable on short-term deposits	2.0	2.3
Interest receivable from joint ventures	0.1	0.2
Net interest receivable on pension obligations	0.4	0.3
Other interest income	0.1	–
Investment income	2.6	2.8
Interest payable on bank loans and overdrafts	(8.7)	(13.6)
Loan arrangement and other financing fees	(0.8)	(2.5)
Re-measurement of borrowings	(0.6)	(0.8)
Interest payable on lease liabilities	(6.4)	(4.3)
Total finance expense	(16.5)	(21.2)
Net finance expense excluding foreign exchange	(13.9)	(18.4)
Unrealised foreign exchange on lease liabilities	4.1	(0.7)
Foreign exchange on assets held against lease liabilities	(2.0)	–
	2.1	(0.7)
Net finance expense	(11.8)	(19.1)

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11. Income taxes

11.1. Amounts recognised in the income statement

	2025	2024
	£m	£m
Current tax (charge)/credit:
UK corporation tax	–	(0.3)
Overseas tax	(9.3)	(7.4)
Adjustments in respect of prior years:
UK corporation tax	–	0.7
Overseas tax	0.1	(0.1)
	(9.2)	(7.1)
Deferred tax (charge)/credit:	1.2	0.9
Origination and reversal of temporary differences	(0.3)	(1.4)
De-recognition of deferred tax assets	(0.3)	–
Adjustments in respect of prior years	0.6	(0.5)
Tax expense	(8.6)	(7.6)

Also included in the income statement is a tax charge of £0.3m (2024: £0.2m) included within

share of post-tax results of joint ventures and associates.

11.2. Reconciliation of effective tax charge

The Group is within the scope of the UK tonnage tax regime on its tanker owning and operating

activities, and a charge is based on the net tonnage of vessels operated. Profits and losses for

these activities are not subject to UK corporation tax. The tax on the Group’s profit before tax differs

from the theoretical amount that would arise using the rate applicable under UK corporation tax

rules, as follows:

	2025	2024
	£m	£m
Profit before taxation	4.3	54.0
Tax arising from interests in joint ventures	0.3	0.2
	4.6	54.2
Tax (charge)/credit at 25.0% (2024: 25.0%)	(1.2)	(13.6)
Effects of:
Tonnage tax expense on vessel activities	1.0	1.3
Expenses not deductible for tax purposes	(2.9)	(28.4)
Adjustments in respect of prior years	(0.2)	0.6
Overseas tax rates	(0.9)	(0.1)
Irrecoverable withholding tax	(1.2)	(0.9)
Share of profits of joint ventures and associates	0.5	0.5
Non-taxable income	1.4	38.6
Derecognition of previously recognised prior-year losses	(0.4)	(1.4)
Losses and other temporary differences not recognised	(4.7)	(4.2)
Tax expense 1	(8.6)	(7.6)

1 Total tax expense comprises tax expense of £8.6m (2024: £7.6m) and tax expense recognised on share of profits from joint

ventures and associates of £0.3m (2024: £0.2m).

Further details on the movement in deferred tax can be found in Note 27.

The effective rate on the (loss)/profit before tax is 186.7% (2024: 14.2%). The effective income

tax rate on the underlying profit before tax is 32.7% (2024: 23.5%). For further details on the

underlying tax charge refer to Note 5.1

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Notes to the consolidated financial statements continued

11. Income taxes continued

11.3. Pillar Two

The Organisational for Economic Co-operation and Development (OECD) Pillar Two rules introduce

a global minimum corporation tax rate of 15%. The Group has assessed the impact of Pillar Two

legislation and, as the Group’s revenue is below the €750.0m threshold, it is not within the scope

of the legislation.

11.4. Amounts recognised within other comprehensive income/(expense)

	2025	2024
	£m	£m
Current tax
Foreign exchange losses on internal loans	–	(0.1)
Contributions to defined benefit pension schemes	–	0.3
	–	0.2
Deferred tax
Items that will not subsequently be reclassified to the income
statement:
Actuarial gain on defined benefit pension schemes	(0.5)	(0.2)
	(0.5)	(0.2)
Items that may subsequently be reclassified to the income
statement:
Fair value movements on cash flow hedges	(0.1)	0.6
	(0.6)	0.4
Total tax on items (charged)/credited to other comprehensive income/(expense)	(0.6)	0.6

12. Dividends paid and proposed

There were no dividends paid or proposed in either 2025 or 2024.

13. Earnings per share

Basic earnings per share is calculated by dividing the profit/(loss) attributable to shareholders by

the weighted average number of ordinary shares in issue during the year, after excluding 136,675

(2024: 44,760) ordinary shares held by the James Fisher and Sons plc Employee Share Ownership

Trust (ESOT) as treasury shares. Diluted earnings per share are calculated by dividing the profit/

(loss) attributable to shareholders by the weighted average number of ordinary shares that would

be issued on conversion of all the dilutive potential ordinary shares (“options”) into ordinary shares.

At 31 December 2025, 4,961,256 options were excluded from the diluted weighted average

number of ordinary shares calculation, as their effect would be anti-dilutive. The average market

value of the Company’s shares for purposes of calculating the dilutive effect of share options was

based on quoted market prices for the period during which the options were outstanding.

The calculation of the basic and diluted earnings per share is based on the following data:

	2025	2024
	£m	£m
(Loss)/profit after tax attributable to shareholders	(4.4)	46.3

Weighted average number of shares

	2025	2024
	Number of	Number of
	shares	shares
Basic weighted average number of shares	50,421,974	50,364,912
Potential exercise of options	–	1,275,449
Diluted weighted average number of shares	50,421,974	51,640,361

Earnings per share	pence	pence
Basic earnings per share	(8.7)	92.0
Diluted earnings per share	(8.7)	89.7

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14. Goodwill and other intangible assets

			Other intangible assets			Total goodwill
		Customer	Intellectual	Development	Total other	and other
	Goodwill	relationships	property	costs	intangible assets	intangible assets
	£m	£m	£m	£m	£m	£m
Cost
At 1 January 2024	146.3	17.7	9.5	26.5	53.7	200.0
Additions	–	–	–	2.4	2.4	2.4
Disposals	(18.1)	(2.2)	(5.7)	(8.3)	(16.2)	(34.3)
Re-classified from property, plant and equipment	–	–	–	0.3	0.3	0.3
Foreign exchange differences	(3.4)	(0.6)	(0.2)	(0.2)	(1.0)	(4.4)
At 31 December 2024	124.8	14.9	3.6	20.7	39.2	164.0
Additions	–	–	–	8.0	8.0	8.0
Disposals	–	–	–	(0.6)	(0.6)	(0.6)
Foreign exchange differences	1.3	0.1	(0.1)	0.1	0.1	1.4
At 31 December 2025	126.1	15.0	3.5	28.2	46.7	172.8
Accumulated amortisation and impairment losses
At 1 January 2024	(68.0)	(17.3)	(9.0)	(21.1)	(47.4)	(115.4)
Charge for the year	–	(0.3)	(0.3)	(0.5)	(1.1)	(1.1)
Impairment	(3.2)	–	(0.2)	–	(0.2)	(3.4)
Disposals	9.7	2.2	5.7	8.3	16.2	25.9
Re-classified to assets held for sale	–	–	–	(0.3)	(0.3)	(0.3)
Foreign exchange differences	1.2	0.5	0.2	0.1	0.8	2.0
At 31 December 2024	(60.3)	(14.9)	(3.6)	(13.5)	(32.0)	(92.3)
Charge for the year	–	–	–	(0.7)	(0.7)	(0.7)
Disposals	–	–	–	0.6	0.6	0.6
Foreign exchange differences	(0.4)	(0.1)	0.1	(0.1)	(0.1)	(0.5)
At 31 December 2025	(60.7)	(15.0)	(3.5)	(13.7)	(32.2)	(92.9)
Net book value
At 31 December 2025	65.4	–	–	14.5	14.5	79.9
At 31 December 2024	64.5	–	–	7.2	7.2	71.7

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Notes to the consolidated financial statements continued

14. Goodwill and other intangible assets continued

14.1. Amortisation

Customer relationships relate to items acquired through business combinations, and Intellectual

property represents amounts purchased or acquired relating to technology in the Group’s

activities, both of which are fully amortised.

Development costs relate to new products developed by the Group. The related amortisation

is charged to cost of sales.

The research and development cost charged to operating profit in the year was £0.7m

(2024: £0.5m).

14.2. Impairment testing

Goodwill is initially allocated in the year a business is acquired to the CGU group expected to

benefit from the acquisition. Subsequent adjustments are made to this allocation, to the extent

that operations, to which goodwill relates, are transferred between CGU groups. The size of

a CGU group varies but is never larger than a reportable operating segment.

Allocation of goodwill to CGUs

		2025	2024
Division	CGU	£m	£m
Energy	Scantech	20.3	19.4
	Renewables	9.4	9.4
		29.7	28.8
Defence	James Fisher Defence (JFD)	8.7	8.7
		8.7	8.7
Maritime Transport	Cattedown Wharves	10.3	10.3
	Fendercare	16.7	16.7
		27.0	27.0
Total		65.4	64.5

Cash flow forecasts

The recoverable amounts of CGUs are determined from value-in-use calculations. In determining

the value-in-use for each CGU, the Group prepares cash flows derived from the most recent

financial budgets approved by the Board, representing the best estimate of future performance.

These plans include detailed cash flow forecasts and market analysis covering the expected

development of each CGU over the next three years, reflecting a combination of past experience,

management’s assessment of the current contract portfolio, contract wins, contract retention,

sales pipeline (including historical contract win rates), as well as future expected market trends

(including the impact of climate change, where relevant), adjusted to meet the requirements of

IAS 36 Impairment of Assets e.g. the removal of expansionary capital expenditure and related

cash flows. For the Renewables CGU, a five-year cash flow forecast has been calculated based

on the three-year detailed budget and remaining two years from the Board-approved strategy

plan to reflect the fact that the business is not expected to be in a steady state at the end of

the three-year period.

The cash flows associated with the oil and gas revenue stream within the terminal value for

the JFD CGU have been capped at 40 years to account for potential climate-related shifts in

the outlook.

In 2024, the Group impaired Continental’s goodwill to zero.

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14. Goodwill and other intangible assets continued

14.2. Impairment testing continued

Key assumptions

The key assumptions in arriving at the value-in-use include the post-tax discount rate, terminal value growth rate and future revenues. For the Renewables CGU, gross margin is also a key assumption.

The average revenue growth rate in 2025 and 2024 is the three-year growth rate for all CGUs except Renewables where a five-year growth rate has been applied. Except for Renewables, a three-year

growth rate is considered to be more appropriate to reflect that a detailed budgeting process has been carried out for years one to three and therefore provides a more accurate growth rate.

		2025				2024
	Pre-tax	Post-tax	Terminal value	Average revenue	Pre-tax	Post-tax	Terminal value	Average revenue
	discount rate	discount rate	growth rate	growth rate	discount rate	discount rate	growth rate	growth rate
	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
CGU
Continental	–	–	–	–	15.8	15.4	3.0	20.7
Scantech	14.0	12.9	2.1	15.1	16.0	15.7	2.0	8.6
Renewables	13.8	13.6	1.9	20.3	16.9	16.6	1.9	19.0
JFD	12.7	12.4	1.7	12.9	15.7	15.3	2.2	17.6
Cattedown Wharves	14.9	12.9	2.0	3.7	16.2	15.8	2.0	1.3
Fendercare	17.2	14.2	2.5	17.7	16.9	16.5	2.5	8.6

Discount rates

Management estimates the discount rate using post-tax rates that reflect current market assessments of the time value of money and risks specific to the Group, being the post-tax Weighted Average

Cost of Capital (WACC) of 8.3% (2024: 11.0%). The WACC is then risk-adjusted to reflect risks specific to each business. The inputs used in the WACC calculation include risk-free rate, equity risk

premium and risk adjustment, and are based on information from third party sources. The post-tax WACC applied to an individual CGU varies year on year depending on the mix of geographical regions

in which cashflows are being generated.

The differences in the pre-tax WACC are driven by changes in assumptions about the levels of tax payable in each territory in which the CGU operates.

The headroom increased across all CGUs in 2025, mainly due to a lower WACC rate from reduced debt costs and improved business performance driving improved free cash flows.

The discount rates are stated on a nominal basis.

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Notes to the consolidated financial statements continued

14. Goodwill and other intangible assets continued

14.2. Impairment testing continued

Terminal value growth rates

Terminal value growth rates reflect the Group’s overall global growth expectations based

on the specific territories in which each CGU operates.

Average revenue growth rates (three-year average comparison, except for Renewables

which is a five-year average comparison)

The increase in the Scantech revenue growth rate is driven by a more favourable mix of products

and services. The increase in the Renewables revenue growth rate reflects the sector’s emerging

market opportunities. The increase in the JFD revenue growth rate is driven by several key project

wins in 2025, a strengthened order book, and a robust pipeline. The growth in Cattedown Wharves

revenue growth rate is driven by increased volumes and pricing. The increase in Fendercare

revenue growth rate reflects footprint expansion.

Impairment testing results

The difference between the recoverable amount and the carrying amount of net assets, including

goodwill, of a CGU is known as the headroom. The headroom of each CGU, or group of CGUs,

is as follows:

		2025	2024
Division	CGU	£m	£m
Energy	Scantech	143.3	61.7
	Renewables	14.3	2.4
		157.6	64.1
Defence	JFD	22.4	10.0
		22.4	10.0
Maritime Transport	Cattedown Wharves	26.2	23.0
	Fendercare	34.2	6.3
		60.4	29.3
Total		240.4	103.4

Sensitivity analysis

For all CGUs, value-in-use calculations were assessed for sensitivity to reasonably possible

changes to assumptions. Sensitivities carried out across Scantech, Cattedown Wharves and

Fendercare CGUs were: (i) increasing the discount rates by 1.0%; (ii) reducing the terminal

growth to zero; (iii) reducing operating profit by 10.0%; and (iv) increasing the discount rate

by 1.0% simultaneously with a reduction in operating profit by 10.0%. None of the scenarios

resulted in an impairment.

For Renewables as cash flows are dependent on its ability to successfully grow revenue in

line with emerging market opportunities at profitable levels, two sensitivities were carried out

to (i) reduce revenue growth in each year by approximately 10.0%, which reduced headroom

by £3.2m and (ii) reduce gross margin by 3.8%, which reduces headroom to nil. The Directors

do not consider this level of reduction to be reasonably possible and is before any mitigating

actions are taken. In addition, a sensitivity was calculated to (i) increase the discount rate by

1.0% and (ii) reduce the terminal growth rate to zero. These sensitivities individually did not

result in an impairment.

For JFD, given the cash flows are dependent upon its ability to achieve revenue growth, a

sensitivity was run to reduce the revenue by approximately 2.0% in terminal year, which reduces

overall headroom by £3.6m. The Directors do not consider this level of reduction in terminal value

to be reasonably possible and is before any mitigating actions are taken. In addition, a sensitivity

was run to (i) increase the discount rate by 1.0% and (ii) reduce the terminal growth rate to zero.

These sensitivities individually did not result in an impairment.

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15. Property, plant and equipment

				Assets
			Plant and	under
	Property	Vessels	equipment	construction	Total
	£m	£m	£m	£m	£m
Cost
At 1 January 2024	24.9	53.1	216.1	14.3	308.4
Additions	0.5	2.6	3.5	20.5	27.1
Re-classified from assets under construction	0.9	0.9	18.0	(19.8)	–
Re-classified to right-of-use assets	–	–	–	(0.1)	(0.1)
Re-classified to intangible assets	–	–	(0.3)	–	(0.3)
Disposals	(2.5)	(15.1)	(25.1)	(0.6)	(43.3)
Foreign exchange differences	–	(0.2)	(6.1)	(0.2)	(6.5)
At 31 December 2024	23.8	41.3	206.1	14.1	285.3
Additions	0.5	0.7	5.1	15.0	21.3
Re-classified from assets under construction	–	–	9.1	(9.1)	–
Re-classified to assets held for sale	–	(0.4)	(11.2)	(1.8)	(13.4)
Re-classified to property	0.3	–	(0.3)	–	–
Re-classified from inventory	–	–	0.8	–	0.8
Disposals	(0.7)	(2.9)	(15.9)	(0.1)	(19.6)
Foreign exchange differences	–	–	1.5	0.2	1.7
At 31 December 2025	23.9	38.7	195.2	18.3	276.1

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Notes to the consolidated financial statements continued

15. Property, plant and equipment continued

				Assets
			Plant and	under
	Property	Vessels	equipment	construction	Total
	£m	£m	£m	£m	£m
Accumulated depreciation and impairment losses
At 1 January 2024	(13.3)	(31.3)	(145.8)	–	(190.4)
Charge for the year	(1.0)	(3.5)	(15.3)	–	(19.8)
Impairment	–	–	(0.2)	–	(0.2)
Re-classified to intangible assets	–	–	0.3	–	0.3
Disposals	1.6	8.5	21.3	–	31.4
Foreign exchange differences	(0.1)	0.1	4.8	–	4.8
At 31 December 2024	(12.8)	(26.2)	(134.9)	–	(173.9)
Charge for the year	(1.1)	(3.7)	(14.2)	–	(19.0)
Impairment	–	–	(1.9)	–	(1.9)
Re-classified to assets held for sale	–	0.1	6.3	–	6.4
Re-classified to property	(0.3)	–	0.3	–	–
Re-classified to inventory	–	–	0.2	–	0.2
Disposals	0.5	2.6	14.2	–	1 7.3
Foreign exchange differences	–	–	(1.2)	–	(1.2)
At 31 December 2025	(13.7)	(27.2)	(131.2)	–	(172.1)
Net book value at 31 December 2025	10.2	11.5	64.0	18.3	104.0
Net book value at 31 December 2024	11.0	15.1	71.2	14.1	111.4

Included within additions for the year is £1.3m of accrued capital expenditure (2024: £1.5m).

Climate change impact was considered for the useful economic lives of the vessels and no adjustments were required.

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15. Property, plant and equipment continued

The Group recognises operating lease rental income as revenue (see Note 7). Property, plant and

equipment includes the following assets which provide rental income. The Group has classified

these leases as operating leases because they do not transfer substantially all of the risks and

rewards incidental to the ownership of the assets.

Vessels

£m

Plant and

equipment

£m

Total

£m

Cost

At 1 January 2024 0.9 35.5 36.4

Additions – 0.4 0.4

Disposals	–	(0.7)	(0.7)
Foreign exchange differences	–	(2.9)	(2.9)
At 31 December 2024	0.9	32.3	33.2
Additions	–	1.7	1.7
Disposals	–	(0.8)	(0.8)
Re-classified to plant and equipment	(0.9)	0.9	–
Foreign exchange differences	–	1.3	1.3
At 31 December 2025	–	35.4	35.4
Accumulated depreciation and impairment losses
At 1 January 2024	(0.4)	(25.0)	(25.4)
Charge for the year	(0.1)	(2.1)	(2.2)
Disposals	–	0.5	0.5
Foreign exchange differences	–	2.1	2.1
At 31 December 2024	(0.5)	(24.5)	(25.0)
Charge for the year	–	(1.6)	(1.6)
Impairment	(0.2)	(0.9)	(1.1)
Disposals	–	0.4	0.4
Re-classified to plant and equipment	0.7	(0.7)	–
Foreign exchange differences	–	(1.3)	(1.3)
At 31 December 2025	–	(28.6)	(28.6)
Net book value at 31 December 2025	–	6.8	6.8
Net book value at 31 December 2024	0.4	7.8	8.2

16. Right-of-use assets and leases

16.1. The Group as lessee

The Group leases land and buildings for some of its offices, warehouses and factory facilities.

The length of these leases can typically run for up to 25 years, with most less than ten years.

Some leases include an option to renew the lease for an additional period after the end of the

contract term. Some leases provide for additional rent payments that are based on changes

in local price indices.

The Group also leases vessels, with lease terms typically of up to five years and IT equipment

and machinery, typically for a duration of less than ten years.

Some of the building and vessel leases contain extension options that are exercisable by the

Group before the end of the non-cancellable contract period. Where practicable, the Group

includes extension options in new leases to provide operational flexibility, that are exercisable

by the Group but not by the lessors. The Group assesses at lease commencement whether

it is reasonably certain to exercise the extension option and then reassesses this in the event

that there is a significant event or change in circumstances within its control.

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Notes to the consolidated financial statements continued

16. Right-of-use assets and leases continued

16.1. The Group as lessee continued

16.1.1. Amounts recognised in the consolidated statement of financial position

			Plant and
	Property	Vessels	equipment	Total
	£m	£m	£m	£m
Cost
At 1 January 2024	29.0	89.5	2.2	120.7
Additions	4.5	10.7	0.2	15.4
Re-classified from property, plant and equipment	–	0.1	–	0.1
Disposals	(5.0)	(10.4)	(0.1)	(15.5)
Foreign exchange differences	(1.5)	0.1	–	(1.4)
At 31 December 2024	27.0	90.0	2.3	119.3
Additions	5.3	63.9	0.8	70.0
Re-classified to assets held for sale	–	(4.0)	–	(4.0)
Disposals	(1.4)	–	(0.6)	(2.0)
Foreign exchange differences	0.5	0.3	–	0.8
At 31 December 2025	31.4	150.2	2.5	184.1
Depreciation and impairment losses
At 1 January 2024	(12.9)	(39.4)	(1.0)	(53.3)
Charge for the year	(3.3)	(15.9)	(0.4)	(19.6)
Disposals	3.8	8.7	0.1	12.6
Foreign exchange differences	0.6	0.4	–	1.0
At 31 December 2024	(11.8)	(46.2)	(1.3)	(59.3)
Charge for the year	(3.5)	(22.2)	(0.4)	(26.1)
Re-classified to assets held for sale	–	1.2	–	1.2
Disposals	0.9	–	0.6	1.5
Foreign exchange differences	(0.1)	(0.1)	–	(0.2)
At 31 December 2025	(14.5)	(67.3)	(1.1)	(82.9)
Net book value at 31 December 2025	16.9	82.9	1.4	101.2
Net book value at 31 December 2024	15.2	43.8	1.0	60.0

Included within additions for the year are £61.1m of new vessels in the Maritime Transport Division

(3 new vessels and 4 lease extensions). £3.7m (2024: £2.3m) of vessel refit and deposit costs

have been included within purchases of property, plant and equipment in the consolidated cash

flow statement.

The split of lease liabilities between current and non-current is as follows:

	2025	2024
	£m	£m
Current	20.2	16.5
Non-current	70.4	37.9
Total lease liabilities	90.6	54.4

The total cash outflow for leases in the year was £29.2m (2024: £21.0m). The maturity analysis

of lease liabilities is disclosed in Note 31.

A reconciliation of the Group’s opening to closing lease liability is presented in Note 25.

16.1.2. Amounts recognised in the consolidated income statement

The consolidated income statement includes the following amounts relating to leases:

	2025	2024
	£m	£m
Expenses relating to short-term leases	0.1	0.4
Depreciation charge on right-of-use assets	26.1	19.6
Interest on lease liabilities	6.4	4.3

16.1.3. Extension and termination options

The Group has recognised lease extension options contained within the lease in the calculation

of right-of-use assets and lease liabilities at inception of the lease if management is reasonably

certain to exercise the option to extend the lease beyond its contractual term. In all other cases,

a lease extension is only recognised when a lease is extended beyond the original contractual term.

During the year, the Group has extended eleven leases (2024: four) which resulted in additional

lease liabilities of £21.9m being recognised (2024: £9.7m), with a corresponding increase included

within additions to the right-of-use assets in the table in Note 16.1.1.

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16. Right-of-use assets and leases continued

16.2. The Group as lessor

The Group leases out various items of equipment on short-term leases in the Energy and Maritime

Transport Divisions.

16.2.1. Amounts recognised in the consolidated income statement

The consolidated income statement includes the following amounts relating to leases within

revenue:

	2025	2024
	£m	£m
Operating lease – rental income	11.5	9.1

Property, plant and equipment which is used to generate operating lease rental income is detailed

in Note 14.

16.2.2. Operating lease receivable maturity analysis

	2025	2024
	£m	£m
Within one year	3.1	8.7
Greater than one year but less than two years	0.5	0.5
Greater than two years but less than three years	0.5	0.5
Greater than three years but less than four years	0.5	0.5
Greater than four years but less than five years	0.5	0.5
Total undiscounted operating lease payments receivable	5.1	10.7

17. Investment in joint ventures and associates

Details of the Group’s joint ventures and associated undertakings are set out on page 206.

	2025	2024
	£m	£m
Investment in associates and joint ventures	4.7	4.1
Loans to joint ventures	1.9	1.8
	6.6	5.9

Loans to joint ventures primarily relate to First Response Marine and further information is set out

in Note 34. The expected credit loss on the loans to joint ventures is immaterial.

The Group’s share of the assets, liabilities and trading results of joint ventures and associates,

which are accounted for under the equity accounting method, are as follows:

	2025	2024
	£m	£m
Non-current assets	9.6	10.5
Current assets	10.4	8.8
Current liabilities	(3.0)	(1.3)
Non-current liabilities	(12.3)	(13.9)
	4.7	4.1
Revenue	16.3	15.0
Cost of sales	(12.7)	(10.5)
Administrative expenses	(1.8)	(1.7)
Operating profit	1.8	2.8
Net finance expense	0.1	–
Profit before taxation	1.9	2.8
Tax expense	(0.3)	(0.2)
Profit after tax	1.6	2.6
Reconciliation of carrying amount of investment in joint ventures
At 1 January	4.1	6.0
Profit after tax for the year	1.6	2.6
Dividends received	(0.9)	(2.3)
Impairment charge	–	(2.2)
Re-classification to amounts owed to joint ventures and associates	–	0.8
Re-classification to assets held for sale (see Note 23)	–	(0.5)
Foreign exchange differences	(0.1)	(0.3)
At 31 December	4.7	4.1

There are no capital commitments or contingent liabilities in respect of the Group’s interests

in joint ventures and associates.

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Notes to the consolidated financial statements continued

18. Investments

Investments with a net book value of £1.4m (2024: £1.4m) in the balance sheet are in unquoted

entities, held at fair value and subject to annual impairment review. They comprise a 17.2%

(2024: 17.2%) equity interest in ordinary shares in SEML De Co-operation Transmarche, an unlisted

company incorporated in France, whose main activity is a port and ferry operator; and a 50.0%

(2024: 50.0%) interest in JFD Domeyer GmbH, a company incorporated in Germany which provides

in-service support and aftermarket services to the local customer base.

A list of subsidiary undertakings is included on pages 204 to 206.

19. Inventories

	2025	2024
	£m	£m
Raw materials and consumables	3.0	3.2
Work in progress	6.0	6.0
Finished goods	27.1	23.6
	36.1	32.8

The cost of inventories recognised as an expense within cost of sales was £63.6m (2024: £54.9m).

The write-down of inventories recorded as an expense in the year was £1.1m (2024: £1.9m).

20. Trade and other receivables

	2025	2024
	£m	£m
Non-current assets
Contract assets	0.4	2.0
Other non-trade receivables	1.1	4.8
Other receivables	1.5	6.8
Current assets
Trade receivables	46.2	50.8
Amounts owed by joint venture undertakings	1.8	2.1
Other non-trade receivables	11.3	11.6
Contract assets	29.7	38.0
Prepayments	8.1	12.0
Trade and other receivables	97.1	114.5

Included in current other non-trade receivables are losses surrendered of £1.5m (2024: £1.5m)

to a previously disposed business.

Contract assets decreased from £40.0m to £30.1m due to improved billing in the year within

the Energy and Maritime Transport Divisions, offset by an increase in the Defence Division.

Trade receivables decreased from £50.8m to £46.2m primarily driven by an improvement in

debtor collection following the Group’s continued focus on collecting outstanding receivables

in a timely manner.

Trade receivables, contract assets and amounts owed by joint venture undertakings are net

of expected credit losses (see Note 31).

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21. Other financial assets and liabilities

	2025	2024
	£m	£m
Non-current assets
Interest rate swaps designated as cash flow hedges	0.5	1.4
Other financial assets	0.5	1.4
Current assets
Forward foreign exchange contracts designated as cash flow hedges	0.7	–
Other financial assets	0.7	–
Current liabilities
Forward foreign exchange contracts designated as cash flow hedges	–	(0.8)
Forward foreign exchange contracts at fair value through profit or loss	–	(0.1)
Other financial liabilities	–	(0.9)
Non-current liabilities
Interest rate swaps designated as cash flow hedges	(0.3)	–
Other financial liabilities	(0.3)	–

22. Cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise:

	2025	2024
	£m	£m
Cash at bank and in hand	58.8	86.2
Cash and cash equivalents in the consolidated statement	58.8	86.2
of financial position
Bank overdrafts (see Note 25)	(34.4)	(62.4)
Cash and cash equivalents in the consolidated cash flow statement	24.4	23.8

Bank overdrafts form an integral part of the Group’s cash management.

23. Assets and liabilities held for sale

At 31 December 2025, the following assets and liabilities were classified as held for sale within

the Energy Division:

• Plant and machinery with net book value of £4.4m

• Assets under construction with cost of £1.8m

• A vessel with net book value of £2.8m and a lease liability of £0.7m

At 31 December 2024, two joint ventures within the Maritime Transport Division, with fair value

less costs to sell assessed at £0.5m, were classified as held for sale.

During 2025, the Group disposed of some assets held for sales including the two joint ventures

within the Maritime Transport Division resulting in a net gain of £1.2m, which was recognised

within administrative expenses.

24. Trade and other payables

	2025	2024
	£m	£m
Non-current liabilities
Contract liabilities	0.2	–
Other non-trade payables	0.4	–
Other payables	0.6	–
Current liabilities
Trade payables	32.1	31.7
Amounts owed to joint venture undertakings	0.9	1.0
Taxation and social security	2.2	2.4
Other payables	11.1	16.2
Accruals	42.5	50.5
Contract liabilities	13.4	9.5
Trade and other payables	102.2 111.3

£7.7m of revenue included within contract liabilities at 31 December 2024 was recognised during

the current year (2024: £8.6m).

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Notes to the consolidated financial statements continued

25. Borrowings

	2025	2024
	£m	£m
Non-current liabilities
Bank borrowings	70.8	77.3
Lease liabilities	70.4	3 7.9
Cumulative preference shares	0.1	0.1
Borrowings	141.3	115.3
Current liabilities
Bank overdrafts	34.4	62.4
Bank borrowings	7.0	–
Lease liabilities	20.2	16.5
Borrowings	61.6	78.9

25.1. Bank borrowings

The closing balance of the Group’s bank borrowings at 31 December 2025 was £77.8m

(2024: £77.3m).

In 2024, the Group agreed a single three-year (including two, plus 1-year extension options)

committed £75.0m revolving credit facility (RCF) maturing in September 2027, alongside a

five-year £20.0m term loan facility maturing in September 2029 made up of two £10.0m loans with

amortisation commencing in 2027 (the Group’s funding arrangements). The RCF included a £2.5m

step-down in commitment during 2025 resulting in the total RCF reducing to £72.5m from £75.0m.

During 2025 the Group exercised the first plus 1-year option on the RCF, extending the maturity

date from September 2027 to September 2028.

During the year, the Group agreed a Trade Cycle Loan Facility (TCL) of £7.0m, which is supported

by an 80.0% guarantee from UK Export Finance (UKEF), the UK government’s export credit

agency. The TCL is repayable on demand and operates on a rolling basis with no fixed maturity

date, provided that certain UKEF eligibility criteria regarding export activity and fossil fuel

thresholds are met. The facility has been recognised as a short-term financial liability, initially

recognised at fair value less transaction costs and subsequently measured at amortised cost.

The Group’s funding arrangements contains two financial covenants, Net debt: EBITDA (defined

as Leverage APM in Note 5.3) and interest cover, tested on a quarterly basis and certain additional

non-financial covenants. Leverage must not exceed 2.5x at 31 December 2025 and thereafter;

and interest cover must be greater than 4.5x at 31 December 2025 and thereafter. The Group

has been compliant with the covenants throughout the life of the facility and is compliant with

the covenants as at the reporting date.

The funds borrowed under the RCF bear interest at an annual rate of between 3.0% and 3.5%

above the compounded Sterling Overnight Index Average (SONIA), dependent on the Group’s

leverage covenant. The interest rate paid during the year on drawn funds ranged from 7.2% to

8.3% (2024: 9.5% to 10.2%). Undrawn funds on the RCF bore interest at an annual rate of between

1.2% and 1.4% dependent on the Group’s leverage covenant. The term loans and the TCL bear

interest at a rate of 5.0% and 5.5% respectively above compounded SONIA.

The Group’s borrowings are measured at amortised cost using the effective interest method.

Each reporting period, the Group reviews its cash flow forecasts and if these have changed since

the previous reporting period (other than as a result of changes in floating interest rates), the

borrowings are remeasured using the original effective interest rate. Any remeasurement of

borrowings is treated as an adjusting item and excluded from Underlying profit before tax.

At 31 December 2025, the Group had drawn down £51.0m under the RCF (2024: £58.0m), leaving

£21.5m (2024: £17.0m) undrawn and available. At 31 December 2025, the Group had drawn down

£7.0m under the TCL, leaving no amount undrawn and available. Leverage was 1.3x (2024: 1.4x)

and interest cover was 6.9x (2024: 4.5x). Due to the nature of the facility, there are various

drawdowns and repayments that occur throughout the year.

25.2. Cumulative preference shares

The preference shareholders are entitled to receive 3.5%, of the nominal value, cumulatively

per annum, payable in priority to any dividend on the ordinary shares. They carry equal voting

rights of one vote per share held and shareholders have the right to attend and speak at general

meetings, exercise voting rights and appoint proxies. The shares are redeemable. In the event

of a winding-up order the amount receivable is limited to their nominal value of £1.

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25. Borrowings continued

25.3. Reconciliation of net borrowings

Net borrowings comprise interest-bearing loans and borrowings less cash and cash equivalents.

	31 December		Other		Foreign exchange	31 December
	2024	Cash flow	non-cash 1	Transfers 2	differences	2025
	£m	£m	£m	£m	£m	£m
Cash and cash equivalents including bank overdrafts (see Note 22)	23.8	2.8	–	–	(2.2)	24.4
Total cash and cash equivalents	23.8	2.8	–	–	(2.2)	24.4
Debt due within one year	–	(7.0)	–	–	–	(7.0)
Debt due after one year	(77.4)	7.0	(0.5)	–	–	(70.9)
Total debt	(77.4)	–	(0.5)	–	–	(77.9)
Lease liabilities due within one year	(16.5)	29.2	(12.7)	(20.2)	–	(20.2)
Lease liabilities due after one year	(37.9)	–	(56.3)	20.2	3.6	(70.4)
Lease liabilities	(54.4)	29.2	(69.0)	–	3.6	(90.6)
Net borrowings	(108.0)	32.0	(69.5)	–	1.4	(144.1)

	31 December		Other		Foreign exchange	31 December
	2023	Cash flow	non-cash 1	Transfers 2	differences	2024
	£m	£m	£m	£m	£m	£m
Cash and cash equivalents including bank overdrafts (see Note 22)	26.4	(2.6)	–	0.4	(0.4)	23.8
Cash and cash equivalents included within assets held for sale	0.4	–	–	(0.4)	–	–
Total cash and cash equivalents	26.8	(2.6)	–	–	(0.4)	23.8
Debt due after one year	(166.7)	90.0	(0.7)	–	–	(77.4)
Total debt	(166.7)	90.0	(0.7)	–	–	(77.4)
Lease liabilities due within one year	(13.0)	21.0	(8.0)	(16.5)	–	(16.5)
Lease liabilities due after one year	(48.2)	–	(8.2)	17.5	1.0	(37.9)
Total lease liabilities	(61.2)	21.0	(16.2)	1.0	1.0	(54.4)
Net borrowings	(201.1)	108.4	(16.9)	1.0	0.6	(108.0)

1 Other non-cash includes lease additions and finance expense related to the unwind of discount on right-of-use lease liability and amortisation of financing fees.

2 Transfers includes the reclassification of £nil in respect of cash disposed of from assets held for sale (2024: £0.4m) and £nil of lease liabilities disposed of as part of the RMSpumptools disposal (2024: £1.0m). Transfers include the reclassification of £0.7m

in respect of liabilities reclassified to liabilities associated with assets held for sale (2024: £nil).

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169

Notes to the consolidated financial statements continued

26. Provisions

	Cost of		Dilapidation/
	litigation	Warranty	Restoration	Other	Total
	£m	£m	£m	£m	£m
At 1 January 2024	2.0	2.2	0.7	8.8	13.7
Provided during the year	1.9	0.9	–	2.9	5.7
Utilised during the year	–	(1.7)	(0.4)	(3.8)	(5.9)
Re-classified to other payables	–	–	–	(3.0)	(3.0)
Released during the year	(1.7)	(0.1)	–	(0.2)	(2.0)
At 31 December 2024	2.2	1.3	0.3	4.7	8.5
Provided during the year	1.6	0.6	3.3	4.2	9.7
Utilised during the year	(1.0)	(0.4)	–	(0.3)	(1.7)
Re-classified to other payables	(1.2)	–	–	(0.7)	(1.9)
Released during the year	–	–	–	(0.3)	(0.3)
At 31 December 2025	1.6	1.5	3.6	7.6	14.3

	2025	2024
	£m	£m
Current	9.6	8.0
Non-current	4.7	0.5
	14.3	8.5

Cost of litigation consists of provisions associated with the Group’s contractual disputes and their

estimated related legal and professional fees. During the year the Group agreed a settlement of a

claim, £1.2m of the settlement payment has been deferred to 2026 and has therefore been

reclassified to other payables.

Provisions for warranties are based on management’s assessment of historical claims, associated

costs, and estimated future obligations relating to goods and services for which a warranty has

been provided to the customer.

Dilapidations/Restoration provisions recognised in 2025 primarily relate to restoration costs

of £2.5m for two newly leased vessels within Tankships, to be incurred at the end of the lease

term, which is greater than five years. The remaining is dilapidation costs associated with leased

properties across the Group.

Included within Other are restructuring costs of £1.2m and £2.2m relating to an estimated

settlement in respect of a historic pension matter, this is expected to be settled within the year.

Provisions recognised for historic pension matters are based on management’s best estimate

of the expected outflow, informed by actuarial advice where applicable. While this advice

provides a range of potential outcomes, management has applied judgement in determining

the most reliable estimate.

Additionally, within the Defence Division, some international customers require defence

contractors to comply with their industrial co-operation regulations, often referred to as

offset requirements. The intention of offset requirements is to enhance the social and economic

environment of the foreign country by requiring the contractor to promote investment in the

country. The offset requirements can be satisfied through purchasing supplies and services

from in-country vendors, providing financial support for in-country projects, establishment of

joint ventures with local companies (direct investment) and establishing facilities for in-country

operations. It can also involve technology and technical knowledge transfer. In the event that

the Group fails to perform in accordance with offset requirements, penalties may arise unless

a negotiated position can be reached with the respective authorities. Offset obligations are

calculated based on regulations, normally a fixed percentage of the revenue contract value.

Similarly, penalties are calculated on standard methodology, normally a fixed percentage of

the unfulfilled offset obligation. Offset contractual compliance is monitored separately from

the revenue contract counterparty.

As at 31 December 2025, a provision of £3.6m (2024: £3.0m) has been recognised in regard

to offset agreement penalties. £2.9m of the liability is expected to be settled within the year

and the remaining is to be settled in more than a year (2024: one to two years). The remaining

contractual offset obligation at 31 December 2025 is £19.6m (2024: £20.6m).

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27. Deferred tax

In order to recognise a deferred tax asset, it must be probable that future taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilised.

The Group assesses the recoverability of deferred tax assets at each reporting date.

IAS 12 does not define a period over which an assessment of expected taxable profits should be made although it is acknowledged that reliability decreases the further out into the future the forecast

extends. Expected UK taxable profits have been calculated based on the Board-approved detailed three-year budget, which shows that losses carried forward at the balance sheet date are expected

to be utilised within the review period. However, utilisation of the losses occurs predominantly in later years of the forecast period. As a result of this forecast information, and the taxable UK loss

incurred in the current and previous year, management has not recognised any deferred tax asset in respect of the UK losses incurred in the year. These losses can be carried forward indefinitely.

The net deferred tax asset recognised in the accounts relates to overseas businesses.

At 31 December 2025, the Group had unrecognised tax losses of £45.5m (2024: £50.7m) of which £42.1m (2024: £47.4m) of these losses can be carried forward indefinitely, and £3.4m

(2024: £3.3m) will expire within the next ten years. Deferred tax assets and liabilities included in the Consolidated statement of financial position have been stated according to the net exposures

in each tax jurisdiction.

Movements in the main components of deferred tax assets and liabilities were as follows:

	Property,	Losses	Retirement	Derivative		Provisions and
	plant and	carried	benefit	financial	Intangible	other temporary
	equipment	forward	obligations	instruments	assets	differences	Total
	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	1.8	2.3	(0.7)	(0.7)	(0.1)	1.4	4.0
Movement in income statement – current year (charge) / credit	(0.5)	0.5	0.2	–	0.1	(0.8)	(0.5)
Movement in income statement – prior year (charge) / credit
Disposal of subsidiaries	(0.2)	–	–	–	–	(0.1)	(0.3)
Movement in other comprehensive income	–	–	(0.2)	0.6	–	–	0.4
Exchange adjustment	–	–	–	–	–	(0.1)	(0.1)
At 31 December 2024	1.1	2.8	(0.7)	(0.1)	–	0.4	3.5
Movement in income statement – current year credit / (charge)	2.1	(1.0)	0.1	–	(1.7)	1.4	0.9
Movement in income statement – prior year credit / (charge)	0.1	(0.1)	–	–	(0.2)	(0.1)	(0.3)
Movement in other comprehensive income	–	–	(0.5)	(0.1)	–	–	(0.6)
At 31 December 2025	3.3	1.7	(1.1)	(0.2)	(1.9)	1.7	3.5

	2025	2024
Represented by:	£m	£m
Deferred tax assets	4.2	4.2
Deferred tax liabilities	(0.7)	(0.7)
	3.5	3.5

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Notes to the consolidated financial statements continued

27. Deferred tax continued

Amendments to IAS 12 related to Assets and Liabilities Arising from a Single Transaction, effective

for periods starting on or after 1 January 2023, narrowed the application of the initial recognition

exception by clarifying that the exemption does not apply to transactions such as leases and

decommissioning obligations.

At 31 December 2025, the Group has no deferred income tax liability (2024: £nil) in respect of

taxes that would be payable on the unremitted earnings of certain of the Company’s subsidiaries.

No deferred income tax liability has been recognised in respect of this temporary timing difference

due to the foreign profits’ exemption, the availability of double taxation relief and the ability to

control the remittance of earnings.

28. Retirement benefit obligations

The Group defined benefit pension scheme obligations relate to the James Fisher and Sons plc

Pension Fund for Shore Staff (Shore staff), the Merchant Navy Officers Pension Fund (MNOPF)

and the Merchant Navy Ratings Pension Fund (MNRPF) which are regulated under UK pension

legislation. The financial statements incorporate the latest full actuarial valuations of the schemes

which have been updated to 31 December 2025 by qualified actuaries using assumptions set

out in the table below. These defined benefit schemes expose the Group to actuarial risks, such

as longevity risk, currency risk, interest rate risk and market (investment) risk. In addition, by

participating in certain multi-employer industry schemes, the Group can be exposed to a pro-rata

share of the credit risk of other participating employers. There are no plans to withdraw from the

MNOPF or MNRPF schemes in the foreseeable future. The Group’s obligations in respect of its

pension schemes at 31 December 2025 were as follows:

	2025	2024
	£m	£m
Non-current assets
Shore staff	9.1	9.1
Retirement benefit surplus	9.1	9.1
Non-current liabilities
MNRPF	(1.6)	(1.9)
Retirement benefit obligations	(1.6)	(1.9)
Net retirement benefit surplus	7.5	7.2

Shore staff

The assets of this scheme are held in a separate Trustee-administered account and do not include

any of the Group’s assets. The scheme was closed to new members in October 2001 and closed

to future accrual on 31 December 2010. The most recent actuarial valuation was as at 31 July

2022. It is valued every three years after which deficit contributions and the repayment period

are subject to agreement between the Group and the Trustees. Funding arrangements are set

out in the most recent triennial actuarial valuation report. The weighted average duration of the

Shore staff scheme is ten years.

The Shore staff plan assets and obligations have been updated to 31 December 2025 resulting

in a surplus being recognised. A surplus, when calculated on an accounting basis, is recognised

when the Group can realise the economic benefit at some point during the life of the plan or when

the plan liabilities are all settled and there are no remaining beneficiaries. Based on a review of the

plan’s governing documentation, the Group has a right to a refund of surplus assuming the gradual

settlement of the plan liabilities over time until all members have left. The Directors therefore take

the view that it is appropriate to recognise the surplus.

MNOPF

The MNOPF is an industry-wide pension scheme which is accounted for as a defined benefit

scheme. It is valued every three years and deficits have typically been funded over a ten-year

period. The most recent triennial actuarial valuation of the scheme was as at 31 March 2024

and no additional deficit funding was requested by the Trustees. Funding arrangements are

set out in the most recent triennial actuarial valuation report. The share of the Group in the net

retirement benefit obligation of the MNOPF is 3.1% (2024: 3.0%). Disclosures relating to this

scheme are based on these allocations which are reviewed, and changes notified to the Group.

Information supplied by the Trustees of the MNOPF has been reviewed by the Group’s actuaries.

The principal assumption in the review is the discount rate on the scheme’s liabilities which was

5.4% (2024: 5.4%). The other major assumptions are the same as in the actuarial assumptions

table. The disclosures in this note relate to the Group’s share of the assets and liabilities within the

MNOPF. No contributions to this scheme are expected in 2026 in respect of the 31 March 2024

valuation, or from valuations with effective dates prior to this. The Group does not have an

unconditional right to a refund of a scheme surplus. The weighted average duration of the

MNOPF scheme is ten years.

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28. Retirement benefit obligations continued

MNRPF

The MNRPF is an industry-wide pension scheme which is accounted for as a defined benefit

scheme. The most recent actuarial valuation of the MNRPF was at 31 March 2023. Information

supplied by the Trustees of the MNRPF has been reviewed by the Group’s actuaries. The share

of the Group in the net retirement benefit obligation of the MNRPF is reviewed and changes

notified to the Group. The principal assumption in the MNRPF valuation is the discount rate on

the schemes liabilities which was 5.4% (2024: 5.4%). The other major assumptions are the same

as in the actuarial assumptions table. Estimated contributions to this scheme are £0.2m in 2025.

No contributions to this scheme are expected in 2026. The weighted average duration of the

MNRPF scheme is 10 years.

Actuarial assumptions

The schemes’ assets are stated at their market values on the respective balance sheet dates.

The overall expected rates of return on assets reflect the risk-free rate of return plus an

appropriate risk premium based on the nature of the relevant asset category. The principal

assumptions used in updating the latest valuations for each of the schemes were:

Post-retirement mortality	Shore	2025		Shore	2024
	staff			staff
	scheme	MNOPF	MNRPF	scheme	MNOPF	MNRPF
	years	years	years	years	years	years
Current pensioner at 65 male	21.8	20.8	19.3	21.5	20.9	18.9
Current pensioner at 65 female	23.6	22.0	21.9	23.5	23.4	21.8
Future pensioner at 65 male	22.8	21.8	20.2	22.5	21.8	19.9
Future pensioner at 65 female	24.7	23.2	23.1	24.6	24.6	23.0

The post-retirement mortality assumptions allow for the expected increase in longevity.

The “current” disclosures above relate to assumptions based on longevity (in years) following

retirement at the balance sheet date, with “future” being that relating to a member who is

currently 45 years old.

The mortality assumptions are based on: • 96% S3PMA / S3PFA_M for Shore Staff Scheme

• 88% S4NMA_H / 110% S4DFA for MNOPF

• 101% S3PMA_H / 114% S3DFA for MNRPF

The future improvements in longevity assumption for all schemes is CMI_2024 (1.00%);

S=7.0;A=0%.

Inflation

2025

2024

Inflation 2.9 3.2

Rate of increase of pensions in payment – Shore staff 2.9 3.2

Discount rate for scheme liabilities 5.4 5.4

Expected rates of return on assets 5.4 5.4

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Notes to the consolidated financial statements continued

28. Retirement benefit obligations continued

The key sensitivities, which show reasonably possible changes to assumptions, on the major schemes may be summarised as follows.

Key measure	Change in assumption	Change in defined benefit obligation
Shore staff scheme
Discount rate	Increase of 0.5%	Decrease by 4.6%
Rate of inflation	Increase by 0.5%	Increase by 2.9%
Rate of mortality	Increase in life expectancy of 1 year	Increase by 3.4%
MNOPF
Discount rate	Increase of 0.5%	Decrease by 3.9%
Rate of inflation	Increase by 0.5%	Increase by 2.1%
Rate of mortality	Increase in life expectancy of 1 year	Increase by 3.2%
MNRPF
Discount rate	Increase of 0.5%	Decrease by 3.4%
Rate of inflation	Increase by 0.5%	Increase by 0.8%
Rate of mortality	Increase in life expectancy of 1 year	Increase by 2.3%

In determining the discount rate, assumptions have been made in relation to corporate bond yields and the expected term of liabilities. As noted above, a change in discount rate applied

has a significant impact on the value of liabilities.

28.1. The assets and liabilities of the schemes

		2025				2024
	Shore staff	MNOPF	MNRPF	Total	Shore staff	MNOPF	MNRPF	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Fair value of scheme assets 1	50.0	52.4	12.1	114.5	51.2	53.4	11.2	115.8
Present value of scheme liabilities	(40.9)	(51.0)	(13.7)	(105.6)	(42.1)	(53.0)	(13.1)	(108.2)
Effect of asset ceiling	–	(1.4)	–	(1.4)	–	(0.4)	–	(0.4)
Net pension surplus/(obligation)	9.1	–	(1.6)	7.5	9.1	–	(1.9)	7.2

1 The Shore staff scheme includes the following asset categories are included in the next page.

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28. Retirement benefit obligations continued

28.1. The assets and liabilities of the schemes continued

	2025	2024
	£m	£m
Investment funds: liability-driven investments (quoted)	10.0	10.6
Investment funds: absolute return bonds (unquoted)	14.3	15.5
Investment funds: asset-backed securities (quoted)	20.3	18.0
Investment funds: annuity assets	0.5	0.5
Investment funds: other (unquoted)	2.7	3.6
Cash or liquid assets	2.2	3.0
	50.0	51.2

The Liability Driven Investments (LDI) held by the Shore staff scheme (£10.0m at 31 December

2025) include fixed interest government bonds (gilts), index-linked gilts, cash and various

derivative instruments such as inflation swaps, interest rate swaps, gilt total return swaps and gilt

repurchase agreements. The aim of these investments is to match the interest rate and inflation

exposure of a portion of the scheme’s liabilities, to help reduce the volatility in the funding position.

The value of the Shore staff assets is determined by fund managers using principles of fair

valuation as determined appropriate given the nature of the investment.

For the MNOPF, the value of the assets is projected by our corporate actuary based on the

asset values provided by the MNOPF’s advisors as at 30 September 2025.

For MNRPF, asset values are provided as at 31 December 2025 by the MNRPF’s advisers.

In August 2024, the MNRPF entered into a longevity swap agreement to hedge against the risk

of members living longer than expected. Given the longevity swap typically has a zero fair value

upon inception, no explicit allowance has been made for this longevity swap within the asset

value at 31 December 2025.

The MNOPF and MNRPF schemes do not provide employer/participant specific asset details.

Therefore, the bifurcation of assets for these schemes at 31 December 2025 and 31 December

2024 has not been presented.

The MNRPF and MNOPF contributions paid by the Group are not refundable in any circumstances

and the balance sheet liability reflects an adjustment for any agreed deficit recovery contributions

in excess of deficit determined using the Group’s assumptions.

None of the assets held are non-transferable financial instruments issued by the Group or property

occupied by the Group.

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Notes to the consolidated financial statements continued

28. Retirement benefit obligations continued

28.2. Expense recognised in the income statement

		2025				2024
	Shore staff	MNOPF	MNRPF	Total	Shore staff	MNOPF	MNRPF	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Expenses	0.6	0.2	0.3	1.1	0.4	0.2	0.3	0.9
Interest cost on benefit obligation	2.2	2.8	0.7	5.7	2.1	2.5	0.5	5.1
Interest income on scheme assets	(2.7)	(2.8)	(0.6)	(6.1)	(2.4)	(2.6)	(0.5)	(5.5)
Interest cost on the asset ceiling	–	–	–	–	–	0.1	–	0.1
	0.1	0.2	0.4	0.7	0.1	0.2	0.3	0.6

The actual return on the assets over 2025 are: • Shore staff plan assets had a gain of £3.0m (2024: gain of £0.2m)

• MNRPF plan assets had a gain of £0.9m (2024: gain of £0.1m)

• MNOPF plan assets had a gain of £3.9m (2024: loss of £1.6m)

28.3. Movements in the net defined benefit surplus/(liability)

		2025				2024
	Shore staff	MNOPF	MNRPF	Total	Shore staff	MNOPF	MNRPF	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January	9.1	–	(1.9)	7.2	7.4	–	(1.6)	5.8
Expense recognised in the income statement	(0.1)	(0.2)	(0.4)	(0.7)	(0.1)	(0.2)	(0.3)	(0.6)
Contributions paid to scheme	–	–	0.2	0.2	1.6	–	0.3	1.9
Re-measurement gains/(losses)	0.1	0.2	0.5	0.8	0.2	0.2	(0.3)	0.1
At 31 December	9.1	–	(1.6)	7.5	9.1	–	(1.9)	7. 2

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176

28. Retirement benefit obligations continued

28.4. Changes in the present value of the net defined benefit obligation

		2025				2024
	Shore staff	MNOPF	MNRPF	Total	Shore staff	MNOPF	MNRPF	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January	42.1	53.0	13.1	108.2	46.6	57.8	14.0	118.4
Interest cost	2.1	2.7	0.5	5.3	2.1	2.5	0.5	5.1
Re-measurement loss/(gain):
Actuarial loss/(gain) arising from scheme experience	0.5	0.7	–	1.2	0.2	0.9	1.7	2.8
Actuarial loss/(gain) arising from changes in demographic assumptions	0.4	–	–	0.4	(0.1)	(0.1)	(0.3)	(0.5)
Actuarial gain arising from changes in financial	(0.6)	(0.7)	–	(1.3)	(3.3)	(3.6)	(1.0)	(7.9)
assumptions
Net benefits paid out	(3.6)	(4.7)	0.1	(8.2)	(3.4)	(4.5)	(1.8)	(9.7)
At 31 December	40.9	51.0	13.7	105.6	42.1	53.0	13.1	108.2

28.5. Changes in the effect of the asset ceiling

		2025				2024
	Shore staff	MNOPF	MNRPF	Total	Shore staff	MNOPF	MNRPF	Total
	£m	£m	£m	£m	£m	£m	£m	£m
As at 1 January	–	(0.4)	–	(0.4)	–	(2.2)	–	(2.2)
Interest	–	–	–	–	–	(0.1)	–	(0.1)
Change in adjustment in excess of interest	–	(1.0)	–	(1.0)	–	1.9	–	1.9
As at 31 December	–	(1.4)	–	(1.4)	–	(0.4)	–	(0.4)

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177

Notes to the consolidated financial statements continued

28. Retirement benefit obligations continued

28.6. Changes in the fair value of the plan assets

		2025				2024
	Shore staff	MNOPF	MNRPF	Total	Shore staff	MNOPF	MNRPF	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January	51.2	53.4	11.2	115.8	54.0	60.0	12.4	126.4
Expenses	(0.6)	(0.2)	(0.3)	(1.1)	(0.4)	(0.2)	(0.3)	(0.9)
Return on scheme assets recorded in interest	2.6	2.8	0.4	5.8	2.4	2.6	0.5	5.5
Re-measurement loss/(gain):
Return on plan assets excluding interest income	0.4	1.1	0.5	2.0	(3.0)	(4.6)	0.1	(7.5)
Contributions by employer	–	–	0.2	0.2	1.6	–	0.4	2.0
Net benefits paid out	(3.6)	(4.7)	0.1	(8.2)	(3.4)	(4.4)	(1.9)	(9.7)
At 31 December	50.0	52.4	12.1	114.5	51.2	53.4	11.2	115.8

28.7. History of experience gains and losses

	2025	2024	2023	2022	2021
Shore staff	£m	£m	£m	£m	£m
Fair value of scheme assets	50.0	51.2	54.0	52.3	65.8
Defined benefit obligation	(40.9)	(42.1)	(46.6)	(46.8)	(66.8)
Surplus/(deficit) in scheme	9.1	9.1	7.4	5.5	(1.0)
Re-measurement gain/(loss):
Return on plan assets excluding interest income	0.4	(3.0)	1.7	(13.1)	3.7
Re-measurement gain/(loss) on scheme liabilities	0.3	(3.1)	1.0	(18.1)	(2.7)

	2025	2024	2023	2022	2021
MNOPF	£m	£m	£m	£m	£m
Fair value of scheme assets	52.4	53.4	60.0	65.9	97. 2
Defined benefit obligation	(51.0)	(53.0)	(57.8)	(61.1)	(98.1)
Asset ceiling	(1.4)	(0.4)	(2.2)	(5.2)	–
Deficit in scheme	–	–	–	(0.4)	(0.9)

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178

28. Retirement benefit obligations continued

28.7. History of experience gains and losses continued

	2025	2024	2023	2022	2021
MNRPF	£m	£m	£m	£m	£m
Fair value of scheme assets	12.1	11.2	12.4	20.2	29.0
Defined benefit obligation	(13.7)	(13.1)	(14.0)	(18.3)	(29.0)
Asset ceiling	–	–	–	(1.9)	–
Deficit in scheme	(1.6)	(1.9)	(1.6)	–	–

The cumulative amount of actuarial gains and losses relating to all schemes recognised since 1 January 2004 in the Group consolidated statement of comprehensive income is a loss of £42.6m

(2024: £43.4m).

28.8. Impact of Virgin Media Limited vs. NTL Pension Trustees II Limited and Others

In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL Pension Trustees II Limited and others relating to the validity of certain historical pension changes due

to the lack of actuarial confirmation required by law. On 2 September 2025, the Government published draft amendments to the Pensions Scheme Bill which would give affected pension schemes the

ability to retrospectively obtain written actuarial confirmation that historical benefit changes met the necessary standards. The draft legislation will need to be agreed by both Houses of Parliament

before it passes into law. Based on the Directors’ previous assessment that no further investigation was required, they believe that the draft legislation confirms their belief that no additional liabilities

will arise from the Virgin Media case and therefore the defined benefit obligation has not been adjusted.

28.9. Defined contribution schemes

The Group operates a number of defined contribution schemes. The pension charge for the year for these arrangements is equal to the contributions paid and was £4.8m (2024: £4.9m).

29. Share-based payments

The Group operates a Long-Term Incentive Plan (LTIP) in respect of Executive Directors and certain senior employees and details are set out in the Directors’ remuneration report on pages 94 to 109.

It also operates a Sharesave scheme (Sharesave) for eligible employees which is HM Revenue and Customs approved. The Group recognised an expense in respect of equity-settled share-based

payments of £2.9m (2024: £1.8m).

The weighted average exercise prices (WAEP) and movements in share options during the year are as follows:

Overview	Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025
		Sharesave scheme			LTIP awards
	2025		2024		2025	2024
	Number	WAEP	Number	WAEP	Number	Number
Outstanding at 1 January	555,393	£3.11	574,444	£3.90	3,300,386	2,272,277
Granted during the year	179,337	£2.85	289,553	£2.72	2,032,525	1,720,809
Forfeited during the year	(107,898)	£3.06	(308,604)	£4.21	(658,432)	(624,942)
Exercised	(36,917)	£3.24	–	–	(264,338)	(67,758)
Expired	(38,800)	£3.35	–	–	–	–
Outstanding at 31 December	551,115	£3.01	555,393	£3.11	4,410,141	3,300,386

179

Notes to the consolidated financial statements continued

29. Share-based payments continued

29.1. Sharesave scheme

All employees, subject to the discretion of the Remuneration Committee, may apply for share

options under an employee save as you earn plan which may from time to time be offered by

the Group. An individual’s participation is limited so that the aggregate price payable for shares

under option at any time does not exceed the statutory limit. Options granted under the plans

will normally be exercisable if the employee remains in employment and any other conditions set

by the Remuneration Committee have been satisfied. Options are normally exercisable at the end

of the related savings contract, but early exercise is permitted in certain limited circumstances.

The performance period will not normally be less than three and a half years or greater than

seven and a half years. Awards were made of 179,337 options under this scheme during the year.

During the year, 36,917 options were exercised (2024: nil). The weighted average share price at

the date of exercise for the options exercised was £3.64. For the Sharesave options outstanding

at 31 December 2025, the weighted average remaining contractual life is 2 years and 7 months

(2024: 2 years and 11 months). The weighted average fair value of options granted during the year

was £1.37 (2024: £1.56). The range of exercise prices for options outstanding at the end of the

year was £2.72 – £11.06 (2024: £2.72 – £11.06). The fair value of share-based payments has been

estimated using the Black-Scholes model.

29.2. LTIP awards scheme

LTIP awards are granted in the form of a conditional share award to certain employees. Vesting

requirements for this scheme are set out within the Directors’ remuneration report on page 94.

2025 LTIP awards have been granted over 2,032,525 ordinary shares of 25 pence each.

A restricted share award (structured as a conditional award of shares) over 135,516 ordinary

shares of 25 pence each was granted to Mr Vernet (Chief Executive Officer) on 13 September

2022. In 2024, 67,758 options vested and were exercised and there are no options outstanding

(2024: nil).

As described in the Directors remuneration report on page 104, in accordance with Remuneration

Policy, a restricted share award (structured as a conditional award of shares) over 81,219 ordinary

shares of 25 pence each was granted to Mr Vernet (Chief Executive Officer) and 52,427 ordinary

shares of 25 pence each was granted to Karen Hayzen-Smith (Chief Financial Officer) on 24 April

2025 under the Deferred Bonus Plan. These awards will ordinarily vest on the second anniversary

of grant.

For LTIP awards, during the year 264,338 options were exercised (2024: 67.758). The weighted

average share price at the date of exercise for the options exercised was £3.29. The weighted

average remaining contractual life is 8 years and 4 months (2024: 8 years and 10 months). The

weighted average fair value of options granted during the year was £2.69 (2024: £2.86). The fair

value of options has been estimated using the Monte Carlo model and the Black-Scholes model.

The inputs to the models used to determine the valuations fell within the following ranges:

	2025	2024
Dividend yield (%)	0.80%	0.80%
Expected life of option (years)	3–5	3–5
Share price at date of grant	£2.93–£3.44	£3.10
Expected share price volatility (%)	40.0%	60.0%
Risk-free interest rate (%)	3.60%–4.17%	4.24%–4.41%

Expected volatility has been based on an evaluation of the historical volatility of the Company’s

share price.

30. Share capital and other reserves

30.1. Share capital

	Number	£m
In issue at 1 January 2025	50,398,063	12.6
In issue at 31 December 2025	50,621,497	12.7
Issued share capital	223,434	0.1

Ordinary shareholders are entitled to receive dividends as declared from time to time by the

Directors. Shares carry equal voting rights of one vote per share held and shareholders have the

right to attend and speak at general meetings, exercise voting rights and appoint proxies. Ordinary

shares are irredeemable. In the event of a winding-up order ordinary shareholders are entitled to

an unlimited share of the surplus after distribution to the cumulative preference shareholders.

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30. Share capital and other reserves continued

30.2. Share premium

The amount subscribed for share capital in excess of nominal value.

30.3. Treasury shares

The Group has an established Employee Share Ownership Trust, the James Fisher and Sons plc

Employee Share Ownership Trust (ESOT), to meet potential obligations under share option and

long-term incentive schemes awarded to employees. The Trust has waived its right to receive

dividends and these shares are classified as treasury shares in the consolidated statement of

financial position. The number of shares held at 31 December 2025 was 136,675 (2024: 44,760)

at a total cost of £0.5m (2024: £0.2 million). The ESOT purchased 162,275 shares during 2025

(2024: 100,000).

During the year, nil (2024: 67,758) ordinary shares with an aggregate nominal value of £nil

(2024: £16,940) were issued from the ESOT to satisfy awards made under the restricted share

award made to Mr Vernet (Chief Executive Officer).

30.4. Other reserves

The table below sets out the movements in other reserves:

	Translation	Hedging	Put option
	reserve	reserve	liability	Total
Other reserves	£m	£m	£m	£m
At 1 January 2024	(16.3)	0.9	(1.0)	(16.4)
Other comprehensive expense	(4.6)	(1.4)	–	(6.0)
Re-measurement of non-controlling	(0.6)	–	1.0	0.4
interest put option
At 31 December 2024	(21.5)	(0.5)	–	(22.0)
Other comprehensive expense	(1.0)	(0.2)	–	(1.2)
At 31 December 2025	(22.5)	0.7	–	(23.2)

30.4.1. Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation

of the financial statements of foreign operations.

30.4.2. Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair

value of cash flow hedging instruments.

30.4.3. Put option liability

The put option liability comprises the fair value of the option for a non-controlling shareholder

to require the Group to purchase their equity shares.

30.5. Retained earnings

The accumulated net gains and losses of the Group since inception.

31. Financial instruments

31.1. Capital management

The primary objective of the Group’s capital management policy is to maintain a strong credit

rating and covenant ratios in order to be able to support the continued growth of its trading

businesses and to increase shareholder value. The Group meets its day-to-day working capital

requirements through operating cash flows, with borrowings in place to fund acquisitions and

capital expenditure. At 31 December 2025, the Group had £21.5m (2024: £17.0m) of undrawn

committed facilities.

The Group is required under the terms of its loan agreements to maintain covenant ratios in

respect of leverage and interest cover. The Group met its covenant ratios for the year ended

31 December 2025. Non-compliance with covenants would result in the loan being repayable

on demand. See Note 2.3 for the Directors’ going concern assessment. The total amount that

the Group is able to borrow under committed facilities has reduced to a maximum of £92.5m

(2024: £95.0m). During 2026, there are no further committed step-downs in the facility, and

the Group has agreed to increase committed borrowings by £25.0m from March 2026 which

will take the total amount the Group is able to borrow to £117.5m.

The Group manages its capital structure to maintain investor, supplier and market confidence

and to provide returns to shareholders that will support the future development of the business.

The Group’s dividend policy is based on the expected growth in sustainable income streams after

making provision for the retention of capital to invest in growth and acquisitions. In evaluating

growth investment opportunities, the Group applies a hurdle rate of a 15.0% pre-tax return on

capital invested.

Capital efficiency is monitored by reference to return on capital employed (see Note 5.4).

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Notes to the consolidated financial statements continued

31. Financial instruments continued

31.2. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial

instrument fails to meet its contractual obligations. This risk arises principally from the Group’s

receivables from customers and from cash balances held with financial institutions. The credit risk

on cash and deposits and derivative financial instruments is limited because the counterparties

with significant balances are banks with strong credit ratings. The carrying amount of financial

assets represents the maximum credit exposure. There are no significant concentrations of credit

risk within the Group. The Group’s exposure to credit risk is influenced mainly by the individual

characteristics of each customer and the industry and country in which each customer operates.

The Group has a number of large customers including Government agencies in the UK and

overseas, major oil companies and other multinational corporations. The ten largest customers

of the Group accounted for approximately 30.2% of the Group’s revenue (2024: 37.0%). No

customer accounted for more than 6.1% (2024: 9.0%) of the Group’s revenue. Goods are sold

subject to retention of title clauses so that in the event of non-payment the Group may have a

secured claim.

New customers are subject to creditworthiness checks and credit limits are subject to approval

by senior management. The credit profiles of the Group’s customers are obtained from credit

rating agencies where possible and are closely monitored. The scope of these reviews includes

amounts overdue and credit limits. The credit quality of customers is assessed against the

appropriate credit ratings, financial strength, trading experience and market position to define

credit limits. Trade receivables are non-interest bearing and are generally on 30 to 60 days terms.

The maximum exposure to credit risk at the reporting date was as follows:

	2025	2024
	£m	£m
Receivables	89.0	102.5
Cash at bank and in hand	58.8	86.2
Derivative financial assets:
Interest rate swaps designated as cash flow hedges	0.5	1.4
Forward foreign exchange contracts designated as cash flow hedges	0.7	–
	149.0	190.1

The Group has elected to apply the simplified approach to measuring expected credit losses,

using a lifetime expected credit loss approach for trade receivables, contract assets, amounts

owed by joint venture undertakings and other financial assets, including cash and cash equivalents

and loans to associated undertakings. In applying the simplified approach to measuring expected

credit losses, the Group uses a provision matrix to calculate lifetime expected credit losses, using

historical loss rates based on days past due and forward-looking information, primarily country

growth forecasts. The matrix approach allows application of different default rates to different

groups of customers with similar risk characteristics. These groups are determined by a number

of factors including the nature of the customer and the sector in which they operate. In determining

the recoverability of a trade receivable or contract asset, the Group considers any change in the

credit quality of the trade receivable from the date credit was initially granted up to the reporting

date, largely based on the ageing of the trade receivable or contract asset.

Trade receivables and contract assets are specifically impaired when the amount is in dispute,

customers are in financial difficulty or for other reasons which imply there is doubt over the

recoverability of the debt. They are written off when there is no reasonable expectation of

recovery, based on an estimate of the financial position of the counterparty. For contract assets,

in the event of a contract issue, specific provision is made where appropriate.

When estimating expected credit losses, the Group considers reasonable and supportable

information (both qualitative and quantitative) that is relevant and available without undue cost

or effort.

As at 31 December 2025, the expected credit loss on trade receivables was £4.7m (2024: £8.0m),

primarily driven by an improvement in debtor collection following the Group’s continued focus on

collecting outstanding receivables in a timely manner.

The following table provides information about the ageing of gross trade receivables and the

expected credit losses for trade receivables.

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31. Financial instruments continued

31.2. Credit risk continued

The following table provides information about the ageing of gross trade receivables and the expected credit losses for trade receivables.

	2025		2024
	Gross carrying		Gross carrying
	amount	Loss allowance	amount	Loss allowance
Group	£m	£m	£m	£m
Not yet due	32.4	0.1	28.4	0.3
Overdue 1 to 30 days	9.6	–	15.9	0.5
Overdue 31 to 60 days	2.3	–	4.2	0.1
Overdue 61 to 90 days	1.8	–	2.0	–
Overdue 91 to 180 days	1.3	0.1	1.4	0.2
Overdue more than 180 days	3.5	4.5	6.9	6.9
	50.9	4.7	58.8	8.0

Contract assets, which represent revenue earned but not yet invoiced or due, before any provision for expected credit losses were £30.1m (2024: £40.0m). The expected credit loss provision against

contract assets at 31 December 2025 was £nil (2024: £nil). Expected credit losses in respect of amounts owed by joint ventures were £nil (2024: £nil). The Group considers expected credit losses for

other financial assets, including cash and cash equivalents and loans to joint ventures, to be immaterial.

Movements in the allowance for credit losses on trade receivables and contract assets are as follows:

	2025	2024
	£m	£m
Balance at 1 January	8.0	9.6
Released in the year	(3.0)	(4.9)
Provided in the year	0.1	5.0
Written off	(0.3)	(1.6)
De-recognised on disposal of subsidiaries	–	(0.4)
Foreign exchange differences	(0.1)	0.3
Balance at 31 December	4.7	8.0

Based on historical default rates, used to inform our view of future expected credit losses, the Group believes that apart from the amounts included in the table above, no impairment allowance

is necessary in respect of trade receivables or contract assets.

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Notes to the consolidated financial statements continued

31. Financial instruments continued

31.3. Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages its cash resources and borrowings to ensure that it will have sufficient

liquidity to meet its liabilities as they fall due but in a manner designed to maximise the benefit of those resources whilst ensuring the security of investment resources. The Group regularly forecasts

the profile of its cash requirements and ensures that sufficient facilities are available to meet peak requirements which occur at predictable times in the year. The Group manages the maturity profile

of its borrowings by maintaining a regular dialogue with its lenders and ensuring that it commences the renegotiation of facilities sufficiently early to allow a comprehensive review of its requirements

before completion.

The following are the contractual maturities of financial liabilities, including interest payments:

	Carrying	Contractual	Within	1–2	2–3	3–4	4–5	Greater than
	amount	cash flows	1 year	years	years	years	years	5 years
At 31 December 2025	£m	£m	£m	£m	£m	£m	£m	£m
Non-derivative financial liabilities
Bank loans and overdrafts	112.2	(131.8)	(48.8)	(8.9)	(59.7)	(14.4)	–	–
Lease liabilities	90.6	(114.2)	(27.3)	(25.7)	(17.7)	(15.2)	(6.5)	(21.8)
Trade and other payables	102.8	(102.8)	(101.2)	(0.6)	–	–	–	–
Derivative financial liabilities
Outflow on interest rate swaps used for hedging	(0.3)	(4.1)	(1.3)	(0.7)	(0.5)	(0.5)	(0.4)	(0.7)
Outflow on forward foreign exchange contracts used for hedging	–	(30.9)	(30.9)	–	–	–	–	–
	305.3	(383.8)	(210.5)	(35.9)	(77.9)	(30.1)	(6.9)	(22.5)

At 31 December 2024	£m	£m	£m	£m	£m	£m	£m	£m
Non-derivative financial liabilities
Bank loans and overdrafts	139.7	(166.0)	(71.3)	(7.3)	(66.8)	(6.1)	(14.5)	–
Lease liabilities	54.4	(70.6)	(20.6)	(9.4)	(8.1)	(7.7)	(5.5)	(19.3)
Trade and other payables	111.3	(111.3)	(111.3)	–	–	–	–	–
Derivative financial liabilities
Outflow on forward foreign exchange contracts used for hedging	(0.9)	(37.1)	(37.1)	–	–	–	–	–
	304.5	(385.0)	(240.3)	(16.7)	(74.9)	(13.8)	(20.0)	(19.3)

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31. Financial instruments continued

31.4. Foreign exchange risk

The Group is exposed to foreign currency risks on sales, purchases, cash and borrowings

denominated in currencies other than Pounds Sterling. The Group’s risk management policy

uses forward exchange contracts to hedge its transactional exposures. These transactional

exposures are mainly to movement in the US Dollar (USD) and the Euro (EUR). Most forward

exchange contracts have maturities of less than one year after the balance sheet date.

Forward exchange contracts which qualify as effective cash flow hedges are stated at fair

value. The principal translation exposures relate to USD, Norwegian Kroner (NOK), Singapore

Dollar (SGD), Brazilian Real (BRL) and Australian Dollar (AUD). In the prior year, the Group also

had exposure to Nigerian Naira (NGN).

The Group’s exposure to foreign currency transactional risk in its principal currencies was

as follows based on notional amounts:

		31 December 2025
	USD	EUR	NOK	SGD
	m	m	m	m
Trade receivables	14.2	1.3	–	–
Cash at bank and in hand	2.2	0.1	(0.7)	(1.4)
Trade payables	(4.0)	(1.0)	–	–
Lease liabilities	(74.1)	–
Gross balance sheet exposure	(61.7)	0.4	(0.7)	(1.4)
Forecast sales	129.1	9.7	–	–
Forecast purchases	(56.1)	(13.8)	–	(0.2)
Gross exposure	11.3	(3.7)	(0.7)	(1.6)
Forward foreign exchange contracts	(41.6)	–	–	–
Net exposure	(30.3)	(3.7)	(0.7)	(1.6)

		31 December 2024
	USD	EUR	NOK	SGD
	m	m	m	m
Trade receivables	25.9	2.1	–	–
Cash at bank and in hand	3 7.6	–	6.1	0.2
Trade payables	(5.5)	(0.9)	–	–
Lease liabilities	(38.0)	–	–	–
Gross balance sheet exposure	20.0	1.2	6.1	0.2
Forecast sales	141.1	16.2	–	–
Forecast purchases	(51.4)	(15.9)	–	–
Gross exposure	109.7	1.5	6.1	0.2
Forward foreign exchange contracts	(46.4)	–	–	–
Net exposure	63.3	1.5	6.1	0.2

Changes in the level of exchange rates will have an impact on consolidated earnings. The following

table shows the impact on earnings of a 5.0% strengthening in Pounds Sterling against the Group’s

key currencies. The obverse movements would be of the same magnitude. These amounts have

been calculated by applying changes in exchange rates to the Group’s foreign currency profits

and losses and to financial instruments denominated in foreign currency.

	2025	Income	2024	Income
	Equity	statement	Equity	statement
Group	£m	£m	£m	£m
US Dollar	(0.8)	(2.6)	(2.2)	(4.5)
Other	(0.8)	(0.9)	(0.8)	(0.7)
	(1.6)	(3.5)	(3.0)	(5.2)

Included within operating profit are foreign currency gains of £0.9m (2024: losses of £0.8m).

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Notes to the consolidated financial statements continued

31. Financial instruments continued

31.5. Interest rate risk

The Group uses interest rate swaps to convert interest rates on certain borrowings from floating

rates to fixed rates to hedge exposure to fluctuations in interest rates. The interest rate profile of

the Group’s financial assets and liabilities is set out in the table below:

	2025	2024
	£m	£m
Fixed rate instruments
Financial liabilities	(0.1)	(0.1)
	(0.1)	(0.1)
Variable rate instruments
Financial assets	58.8	86.2
Financial liabilities	(126.5)	(155.5)
	(67.7)	(69.3)

Where hedging criteria are met, the Group classifies interest rate swaps as cash flow hedges and

carries them at fair value. Over the longer term, permanent changes in interest rates would have

an impact on consolidated earnings. Based on the Group’s financial assets and liabilities at floating

rates, a 1.0% change in all interest rates during the current year would have a £0.5m impact on the

Group’s profit before taxation (2024: £0.8m).

31.6. Fair values

There are no material differences between the book value of financial assets and liabilities and

their fair value other than secured bank loans and overdrafts which have a fair value of £116.0m

(2024: £142.0m) compared to a carrying value of £112.2m (2024: £139.7m).

Fair value has been determined by reference to the market value at the balance sheet date or by

discounting the relevant cash flows using current interest rates for similar instruments. The fair

value of the financial assets has been assessed by the Directors with reference to the current

prospects of the investments and associated risks.

31.6.1. Fair value hierarchy

The Group classifies fair value measurement using a fair value hierarchy that reflects the significance

of inputs used in making measurements of fair value. The fair value hierarchy has the following levels:

(a) Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

(b) Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the

asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

(unobservable inputs).

The following financial instruments have all been classified as level 2:

	2025	2024
	£m	£m
Financial assets measured at fair value
Forward foreign exchange contracts designated as cash flow hedges	0.7	–
Interest rate swaps designated as cash flow hedges	0.5	1.4
	1.2	1.4
Financial liabilities measured at fair value
Forward foreign exchange contracts designated as cash flow hedges	–	(0.9)
Interest rate swaps designated as cash flow hedges	(0.3)	–
	(0.3)	(0.9)
	0.9	0.5

The investments with a net book value of £1.4m on the balance sheet is classified as level 3

and the secured loans and overdraft are classified as level 2 within the fair value hierarchy.

There have been no transfers between categories during the current or prior year. The fair

values of interest rate swap contracts and forward foreign exchange contracts are calculated

by management based on external valuations received from the Group’s bankers and based

on forward foreign exchange rates and anticipated future interest yields, respectively.

Forward foreign exchange contracts and interest rate swaps are included within “Other financial

assets/Other financial liabilities” in the Consolidated statement of financial position; in “effective

portion of changes in fair value of cash flow hedges” in the consolidated statement of other

comprehensive income (OCI), and in “administrative expenses” within the consolidated

income statement.

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31. Financial instruments continued

31.6. Fair values continued

31.6.1. Fair value hierarchy continued

The Group designates the spot element of forward foreign exchange contracts to hedge its currency risk and applies a hedge ratio of approximately 50.0% (2024: 50.0%). The forward elements of

forward foreign exchange contracts are excluded from the designation of the hedging instrument and are separately accounted for as a cost of hedging which is recognised in equity in the hedging

reserve.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The

Group assesses whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting changes in cash flows of the hedged item using the hypothetical

derivative method.

In these hedge relationships, the main sources of ineffectiveness are changes in timing of the hedged transactions.

31.6.2. Forward foreign exchange contracts

At 31 December 2025, the Group held forward foreign exchange contracts designated to hedge future commitments in USD with a fair value of £0.6m (2024: £0.9m). The contracts totalling $41.6m

had an average exchange rate of 1.3177 (2024: $46.4m with an average exchange rate of 1.283) and mature between January and December 2026 (2024: January and December 2025).

The foreign exchange contracts have been negotiated to match the expected profile of receipts. At 31 December 2025, these hedges were assessed to be highly effective and an unrealised gain

of £0.6m (2024: loss of £0.9m) relating to the hedging instruments is included in equity.

In respect of the changes in the value of the hedging instrument of the foreign exchange contracts, a gain of £0.2m (2024: loss of £0.3m) was recognised in the Consolidated income statement

and a gain of £1.2m (2024: loss of £1.3m) was recognised in the Consolidated statement of other comprehensive income relating to forward foreign exchange contracts.

31.6.3. Interest rate swaps

The Group entered into interest rate swap contracts in respect of Sterling-denominated debt to swap a variable-rate liability for a fixed-rate liability. These instruments have been allocated against

the debt in the tables shown above. Details of the contracts and their fair values at 31 December are set out below:

			Amount		Fair value
			2025	2024	2025	2024
	Maturity	Fixed rate %	£m	£m	£m	£m
Sterling interest rate swaps	30 January 2027 & 29 October 2027	2.1%–3.6%	38.0	23.0	0.5	1.1
USD interest rate swaps	21 November 2032 & 16 January 2033	3.7%–4.0%	32.9	21.5	(0.3)	0.3

In respect of the interest rate swaps, £nil (2024: gain of £2.6m) was recognised in the consolidated income statement, and loss of £1.3m (2024: loss of £0.7m) was recognised in the consolidated

statement of other comprehensive income.

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Notes to the consolidated financial statements continued

31. Financial instruments continued

31.7. Market risk

The Group has the following derivative financial instruments in the following line items in the

consolidated statement of financial position:

	2025	2024
	£m	£m
Non-current assets
Interest rate swaps designated as cash flow hedges	0.5	1.4
Total non-current derivative financial instrument assets within	0.5	1.4
Other financial assets
Current assets
Forward foreign exchange contracts designated as cash flow hedges	0.7	–
Total current derivative financial instrument assets included within	0.7	–
Trade and other receivables
Current liabilities
Forward foreign exchange contracts designated as cash flow hedges	–	(0.9)
Total non-current derivative financial instrument assets within Other financial liabilities	–	(0.9)
Interest rate swaps designated as cash flow hedges	(0.3)	–
Total current derivative financial instrument liabilities included within	(0.3)	–
Trade and other payables	0.9	0.5

32. Disposal of businesses

The Group made no business disposals during the year. During the year, the Group received

£0.7m of deferred consideration in accordance with the instalment agreement relating to the

disposal of Martek Holdings Limited.

During 2024, the Group made the following disposals:

• On 8 July 2024, the Group disposed of its 100% shareholding in RMSpumptools Limited

and its subsidiaries (RMS) from its Energy Division to ChampionX Corporation for £82.8m

cash consideration.

• On 6 September 2024, the Group disposed of its 100% shareholding in Martek Holdings Limited

and its subsidiaries (Martek) from its Maritime Transport Division to a regional fund managed

by Foresight Group for £12.1m gross consideration: £10.6m was receivable on the disposal date

and £1.5m is receivable in two equal instalments in 2025 and 2026. The £1.5m receivable has

been discounted to a present value amount of £1.3m.

	RMS	Martek
	£m	£m
Goodwill	8.3	7.7
Property, plant and equipment	1.3	0.1
Right-of-use assets	0.9	–
Inventories	12.1	1.6
Trade and other receivables	10.9	1.4
Cash and cash equivalents	3.3	0.9
Trade and other payables	(8.6)	(1.5)
Lease liabilities	(1.0)	–
Taxation liabilities	(1.2)	(0.2)
Net assets disposed	26.0	10.0
Costs in relation to businesses sold	8.0	1.2
Gain on disposal	48.8	0.7
Consideration received	82.8	11.9
Cash flow from the disposal of businesses
Cash received	82.8	10.6
Cash and cash equivalents disposed of	(3.3)	(0.9)
Costs in relation to businesses sold	(8.0)	(1.2)
	71.5	8.5

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32. Disposal of businesses continued

Cost in relation to businesses sold predominantly include legal and transaction fees. Of the

£1.2m of costs incurred on the disposal of Martek, £0.8m was recorded in the consolidated income

statement in 2024 with the remainder incurred in 2023. All costs were cash settled in 2024.

33. Commitments and contingencies

33.1. Capital commitments

At 31 December 2025, capital commitments for which no provision has been made in these

accounts amounted to £8.8m (2024: £10.6m).

33.2. Contingent liabilities

a) In the ordinary course of the Company’s business, counter indemnities have been given

to banks in respect of custom bonds, foreign exchange commitments and bank guarantees.

b) Subsidiaries of the Group have issued performance and payment guarantees to third parties

with a total value of £21.6m (2024: £25.2m).

c) The Group is liable for further contributions in the future to the MNOPF and MNRPF

if additional actuarial deficits arise or if other employers liable for contributions are

not able to pay their share.

d) In line with other contracting businesses, the Group is involved in legal claims arising in the

ordinary course of business. All claims are subject to ongoing assessment by management,

with regular review and oversight from the Board. Management assesses the likelihood of an

adverse outcome on a case-by-case basis, taking into account the specific facts and external

legal advice where appropriate. Provisions are recognised where an outflow is considered

probable and can be reliably estimated. Where claims are not considered probable, or where

the potential impact cannot be reliably quantified, no provision is recognised. Management

does not believe that the outcome of legal claims not provided for will result in a material

adverse effect on the Group’s financial position. This position is regularly reviewed for any

changes in circumstances.

e) The Group operates and has overseas investments in multinational and less developed

markets which presents increased operational and financial risk in complying with regulation

and legislation and where local practices in those markets may be inconsistent with laws and

regulations that govern the Group. Given this risk, from time-to-time matters are raised and

investigated regarding potential non-compliance with the legal and regulatory framework

applicable to the Group. Any regulatory breaches arising could give rise to civil and/or criminal

fines and penalties, and/or other non-monetary penalties and compliance requirements.

In preparing the financial statements, judgements and estimates were required to be made

in respect of such potential regulatory matters. The Directors’ judgement, relying on the

findings of an independent audit as well as the Group’s own investigations, is that the

likelihood of adverse findings against the Group in respect of such matters is not probable

albeit possible, and no provision has been included in the consolidated financial statements.

In the normal course of business certain subsidiaries have given Parental and subsidiary

guarantees in support of loan and banking arrangements and the following:

• The Company has issued a guarantee to charter parties in respect of obligations of a subsidiary,

James Fisher Everard Limited, in respect of charters relating to eleven vessels. The charters

expire between 2026 and 2033.

• The Company has given an unlimited performance guarantee to the Singapore Navy in the event

of default by First Response Marine Pte Ltd (its Singapore joint venture), in providing submarine

rescue and related services under its contract.

• The Company has issued a guarantee over the build of four new vessels in James Fisher

Everard Limited.

• The Company has issued a limited guarantee to cover James Fisher Offshore Limited payment

obligation under the settlement of a legal contract dispute and will extinguish by June 2026.

During the current and prior year, no amounts have been recognised in relation to these guarantees.

34. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been

eliminated on consolidation and are not disclosed in this note. Transactions between the Group

and its joint ventures and associates are disclosed below.

Fendercare Marine businesses

The Group has interests of between 40.0% and 50.0% in several joint ventures providing ship-to-

ship transfer services in Northern Europe and Asia through its wholly owned subsidiary, Fender

Care Marine Solutions Limited.

First Response Marine Pte Ltd

The Group holds, through James Fisher Marine Services Limited (JFMS), a 50.0% interest in

First Response Marine Pte Ltd (FRM). FRM provides submarine rescue services to the Singapore

Government under a 20-year service contract which commenced in March 2009. FRM subcontracts

the provision of the submarine rescue service to James Fisher Singapore Pte Ltd. JFMS has also

provided a loan to FRM of £2.1m to support its day-to-day operations. The loan, which is included

in the consolidated statement of financial position as part of the investment in joint ventures and

associates, is interest-bearing and is repayable at the end of the project. Interest charged in the

period amounted to £0.1m (2024: £0.1m). Dividends received or receivable during the period

included in the results of the Group are £0.6m (2024: £0.4m).

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Notes to the consolidated financial statements continued

34. Related party transactions continued

JFD Domeyer

The Group has a 50.0% stake in JFD Domeyer, an entity which provides in-service support

and aftermarket services to customers in Germany.

Pleat Mud Coolers AS

The Group holds, through Scan Tech AS (ST), a 50.1% interest in Pleat Mud Coolers AS (PMC),

an entity which supplies mud cooling systems to the offshore oil and gas market. During the year,

ST provided PMC a £0.1m loan to support its day-to-day operations. The interest-bearing loan

which is included in the consolidated statement of financial position as part of the investment

in joint ventures and associates. No interest has been charged in the period (2024: £nil).

Wuhu Divex Diving Systems Ltd

The Group has a 49.0% interest in Wuhu Divex Diving Systems Ltd, an entity which manufactures

advanced diving systems for the Chinese market. During the prior year an impairment was

recognised in relation to the investment. There is no provision made against amounts owed

by related parties.

Mil Vehicles & Technologies Private Limited

The Group has a 49.0% interest in Mil Vehicles & Technologies Private Limited, an entity which

provides services to fulfil the annual maintenance contract with the Indian Government for the

submarine rescue service.

JF Technologies LLC

The Group has a 49% interest in James Fisher Technologies LLC, an entity which provides

specialist design and engineering services including the provision of remote-control equipment

to the North American nuclear de-commissioning market.

34.1. Transactions

	2025	2024
	£m	£m
Sales to related parties	2.6	1.5
Purchases from related parties	(0.5)	(1.6)
Interest received	0.1	0.2
Dividends received	1.1	2.3

Transactions between the Group and the Group’s pension plans are disclosed in Note 28.

All transactions with related parties are priced on an arm’s length basis on terms equivalent

to those provided to wholly external parties.

34.2. Balances

	2025	2024
	£m	£m
Amounts owed to related parties	(0.9)	(1.0)
Amounts owed by related parties	1.8	2.1
Loans to related parties	2.2	2.1

Amounts owed to and owed by related parties are measured at amortised cost and the carrying

values approximate fair value. The undiscounted cash flow amounts owed to related parties are

due within one year and do not differ from the amounts included in the table above. No allowance

for expected credit losses for bad debts has been made in respect of these balances (2024: £nil).

No bad debts arose during the period relating to these transactions (2024: £nil).

35. Post balance sheet events

In March 2026, the Group added £25.0m of liquidity by increasing the committed RCF by acceding

an additional lender into the existing agreement. The total committed facilities have therefore

increased from £92.5m to £117.5m.

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Company statement of financial position

at 31 December 2025

Notes

31 December

2025

£m

31 December

2024

£m

Non-current assets

Other intangible assets 0.4 0.4

Property, plant and equipment 4 1.0 1.1

Right-of-use assets 0.3 0.5

Investments in subsidiaries 5 378.6 377.3

Other investments 5 1.4 1.4

Other receivables 6 – 8.3

Other financial assets 7 0.5 1.1

Retirement benefit surplus 12 9.1 9.1

391.3 399.2

Current assets

Trade and other receivables 6 8.5 10.6

Current tax receivable 7.9 3.7

Other financial assets 7 0.7 –

Cash and cash equivalents 9.0 34.4

26.1 48.7

Current liabilities

Trade and other payables 8 (247.4) (142.8)

Borrowings 9 (22.5) (51.6)

Other financial liabilities 7 – (0.9)

Provisions 10 (0.5) (1.0)

(270.4) (196.3)

Net current liabilities (244.3) (147.6)

Total assets less current liabilities 147.0 251.6

Notes

31 December

2025

£m

31 December

2024

£m

Non-current liabilities

Borrowings 9 (0.2) (77.7)

Provisions 10 – (0.5)

Deferred tax liabilities 11 (1.2) (0.8)

Retirement benefit obligations 12 (0.6) (0.7)

(2.0) (79.7)

Net assets 145.0 171.9

Equity

Share capital 13 12.7 12.6

Share premium 13 27.6 26.8

Treasury shares 13 (0.5) (0.2)

Hedging reserve 13 1.2 0.6

Retained earnings 104.0 132.1

Total equity 145.0 171.9

The Company’s loss for the year was £29.6m (2024: loss of £35.4m). The accompanying notes

form part of these financial statements.

The financial statements were approved by the Board of Directors on 12 March 2026 and signed

on its behalf by:

Karen Hayzen-Smith

Chief Financial Officer

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Company statement of changes in equity

for the year ended 31 December 2025

capital

£m

premium

£m

Treasury

£m

Hedging

reserve

£m

Retained

earnings

£m

Total

shareholders’

equity

£m

At 1 January 2024 12.6 26.8 (0.5) 2.5 143.8 185.2

Loss for the year – – – – (35.4) (35.4)

Other comprehensive expense – – – (1.9) – (1.9)

Total comprehensive expense – – – (1.9) (35.4) (37.3)

Contributions by and distributions to owners:

Capital contributions to subsidiaries – – – – 22.6 22.6

Share-based payments – – – – 1.8 1.8

Purchase of shares by Employee Share Ownership Trust – – (0.3) – – (0.3)

Sale of shares by Employee Share Ownership Trust – – 0.6 – (0.7) (0.1)

At 31 December 2024 12.6 26.8 (0.2) 0.6 132.1 171.9

Loss for the year – – – – (29.6) (29.6)

Other comprehensive income – – – 0.6 (0.3) 0.3

Total comprehensive expense – – – 0.6 (29.9) (29.3)

Contributions by and distributions to owners:

Capital contributions to subsidiaries – – – – – –

Share-based payments – – – – 2.9 2.9

Issue of shares 0.1 0.8 – (0.9) –

Purchase of shares by Employee Share Ownership Trust – – (0.5) – – (0.5)

Sale of shares by Employee Share Ownership Trust – – 0.2 – (0.2) –

At 31 December 2025 12.7 27.6 (0.5) 1.2 104.0 145.0

The accompanying notes form part of these financial statements.

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Notes to the Company financial statements

1. General information

James Fisher and Sons plc (the Company) is incorporated and domiciled in the United Kingdom

with Company number 00211475. The registered address of the Company is Fisher House,

Michaelson Road, Barrow-In-Furness, Cumbria, LA14 1HR, United Kingdom.

2. Summary of material accounting policies

A summary of the material accounting policies is set out below. These have been applied

consistently in the financial statements.

2.1. Statement of compliance and basis of preparation

The financial statements of the Company have been prepared in accordance with Financial

Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and with those parts of the

Companies Act 2006 applicable to companies reporting under FRS 101. The financial statements

of the Company are included in the Group’s Consolidated financial statements which can be

obtained from the Company’s registered office.

In these financial statements, the Company has applied the exemptions available under

FRS 101 in respect of the following disclosures:

• Cash flow statement and related notes;

• Certain disclosures regarding leases;

• Comparative period reconciliations for share capital and tangible fixed assets;

• Disclosures in respect of transactions with wholly owned subsidiaries;

• Disclosures in respect of capital management;

• The effects of new but not yet effective IFRSs;

• Disclosures in respect of the compensation of key management personnel;

• Disclosures of transactions with a management entity that provides key management

personnel services to the Company; and

• Disclosures required by IFRS 5 Non-current Assets Held for Sale and Discontinued

Operations in respect of the cash flows of discontinued operations.

As the consolidated financial statements include the equivalent disclosures, the Company

has also taken the exemptions under FRS 101 available in respect of the following disclosures:

• IFRS 2 Share-Based Payments in respect of Group-settled share-based payments; and

• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required

by IFRS 7 Financial Instrument Disclosures.

The preparation of financial statements in conformity with FRS 101 requires the use of certain

critical accounting estimates. It also requires management to exercise its judgement in the

process of applying the Company’s accounting policies. The areas involving a higher degree

of judgement or complexity or areas where assumptions and estimates are significant to the

financial statements are disclosed in Note 3.

The Parent Company financial statements are prepared on a going concern basis as set out

in Note 2 of the Consolidated financial statements of James Fisher and Sons plc.

The Directors have taken advantage of the exemption available under section 408 of the

Companies Act 2006 and not presented an income statement or a statement of comprehensive

income/(expense) for the Company alone.

The financial statements are presented in Pounds Sterling and all values are rounded to the

nearest 0.1 million pounds (£0.1m) except when otherwise indicated.

2.2. Investments in subsidiaries and joint ventures

Investments in subsidiaries and joint ventures are stated at cost less, where appropriate, provisions

for impairment. The Company tests the investment balances for impairment annually or when there

are indicators of impairment. Refer to Note 5 for further details on impairment testing.

Income is recognised from these investments when the right to receive the dividend

is established.

2.3. Foreign currencies

Transactions in foreign currencies are translated to the functional currency at the exchange

rate on the date of the transaction. At each balance sheet date, monetary assets and liabilities

that are denominated in foreign currencies are retranslated to the functional currency at the

rates prevailing on the balance sheet date.

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193

Notes to the Company financial statements continued

2. Summary of material accounting policies continued

2.4. Financial assets

The Company measures its trade and other receivables and cash and cash equivalents

at amortised cost. Subsequent to initial recognition these assets are carried at amortised

cost using the effective interest method. Income from these financial assets is calculated

on an effective yield basis and is recognised in the income statement.

The Company recognises an allowance for expected credit losses (ECL) for all debt instruments

held at amortised cost. The ECLs are based on the difference between the contractual cash flows

due, and the cash flows expected to be received.

For trade receivables, the Company does not track changes in credit risk but instead recognises

a loss allowance based on lifetime ECLs at each reporting date.

For receivables other than trade receivables, the Company recognises ECLs in two stages.

For credit exposures for which there has not been a significant increase in credit risk since initial

recognition, a loss allowance is recognised based on 12-month ECLs. For credit exposures for

which there has been a significant increase in credit risk since initial recognition, a loss allowance

is required for lifetime ECLs.

2.5. Financial liabilities and equity instruments

Financial liabilities and equity instruments are classified according to the substance of the

contractual arrangements entered into. An equity instrument is any contract that evidences

a residual interest in the assets of the Company after deducting all of its liabilities. Equity

instruments issued by the Company are recorded as the proceeds received, net of direct

issue costs.

2.6. Income taxes

Current tax is the expected tax payable on the taxable income for the financial year, using

tax rates enacted or substantively enacted by the balance sheet date.

Deferred tax is provided using the balance sheet liability method, providing for temporary

differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes.

Deferred tax is calculated at the tax rates that are expected to apply in the period when

the liability is settled or the asset realised based on the tax rates that have been enacted

or substantively enacted by the balance sheet date.

The tax expense is recognised in the Company income statement, except when it relates

to items recognised directly in the Company statement of changes in equity or the Company

statement of comprehensive income/(loss), in which case the tax follows the same treatment.

Deferred tax assets are recognised to the extent that it is probable that taxable profits will be

available against which deductible temporary differences can be utilised.

Deferred tax assets and liabilities are offset against each other when there is a legally enforceable

right to set off current tax assets against current tax liabilities and they relate to income taxes

levied by the same taxation authority on either the same taxable entity or different taxable entities

which intend to settle current tax assets and liabilities on a net basis.

Pillar Two legislation has been enacted in the UK introducing a global minimum effective tax rate

of 15%. The legislation implements a domestic top-up tax, effective for accounting periods starting

on or after 31 December 2023. The Company has applied the exception under IAS 12 to recognising

and disclosing information about deferred tax assets and liabilities related to top-up income taxes.

2.7. Retirement benefits

See Note 2.9.3 on page 133 for further details.

3. Significant accounting judgements, estimates and assumptions

In applying the Company’s accounting policies, which are described in Note 2, the Directors

are required to make judgements (other than those involving estimations) that have a significant

impact on the amounts recognised and to make estimates and assumptions about the carrying

amounts of assets and liabilities that are not readily apparent from other sources. The estimates

and associated assumptions are based on historical experience and other factors that are

considered to be relevant. Actual results may differ from these estimates.

Pension assumptions are used to determine the amount of defined benefit obligations including

future rates of inflation, discount rates and mortality of members. Valuation of pension assets

is based on fair value which is an estimate, however the fair value of pension assets is not

considered a major source of estimation uncertainty.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the revision

affects only that period, or in the period of the revision and future periods if the revision affects

both current and future periods.

Critical accounting judgements

There are no critical judgements as defined in IAS 1 Presentation of Financial Statements that

the Directors have made in the process of applying the Company’s accounting policies.

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194

4. Property, plant and equipment

Property

£m

Plant and

equipment

£m

Total

£m

Cost

At 1 January 2024 2.4 4.1 6.5

Additions 0.3 0.1 0.4

Disposals (0.7) – (0.7)

At 31 December 2024 2.0 4.2 6.2

Additions 0.1 0.3 0.4

At 31 December 2025 2.1 4.5 6.6

Depreciation:

At 1 January 2024 (1.9) (3.6) (5.5)

Charge for the year (0.1) (0.2) (0.3)

Disposals (0.7) – (0.7)

At 31 December 2024 (1.3) (3.8) (5.1)

Charge for the year (0.3) (0.2) (0.5)

Disposals – – –

At 31 December 2025 (1.6) (4.0) (5.6)

Net book value at 31 December 2025 0.5 0.5 1.0

Net book value at 31 December 2024 0.7 0.4 1.1

5. Investments

5.1. Other investments

Other investments with a net book value of £1.4m (2024: £1.4m) in the Statement of financial

position is in unquoted entity shares, held at fair value and subject to annual impairment review.

It comprises a 17.2% (2024: 17.2%) interest in ordinary shares in SEML De Co-operation Transmarche,

an unlisted company incorporated in France, whose main activity is a port and ferry operator.

5.2. Subsidiary undertakings

Details of the Company’s subsidiary undertakings are set out on pages 204 to 206.

2025

£m

2024

£m

Cost

At 1 January 377.3 344.7

Additions 1.3 375.1

Disposals – (342.5)

At 31 December 378.6 377.3

Accumulated impairment losses

At 1 January – 76.0

Recognised in the year – 8.5

Disposals – (84.5)

At 31 December – –

Carrying value 378.6 377.3

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195

Notes to the Company financial statements continued

5. Investments continued

5.2. Subsidiary undertakings continued

Group restructure

In August 2024, the Group undertook a restructure to insert a newly incorporated holding

company, James Fisher Holdings Limited (Holdco) directly below the Company. The Company

previously held investments directly in subsidiaries. As part of the restructure the Company

transferred its investment in those subsidiaries to HoldCo in a share for share exchange at

their carrying value of £342.5m at the date of the transfer.

During 2024, the Company recognised investment additions of £22.6m in relation to historic

contributions made to the Group’s defined benefit pension schemes on behalf of its subsidiaries.

Additions

The addition of £1.3m, relates to contributions made to the Group’s share-based payment

schemes on behalf of its subsidiaries.

Impairment of investments in subsidiary undertakings

Investments in subsidiaries comprise equity investments (shares) stated at cost. An impairment

is recognised if there are indicators that the carrying value may not be recoverable.

Prior to the transfer of its investments in August 2024, based on the value-in-use calculations, an

impairment loss of £8.5m was recognised in respect of the Company’s investment in James Fisher

(Aberdeen) Limited (JF Aberdeen). The impairment resulted from the continuing volatility in the

markets in which JF Aberdeen and its subsidiaries operate, particularly the de-commissioning

market which continued to be challenging. The assumptions around the timing and new contract

win probability used for the impairment assessment reflect this volatility and increased risk of

project delays.

At the year end, a full impairment assessment was performed on the Company’s investment in

Holdco in accordance with IAS 36. There was significant headroom of £131.2m and there were

no reasonably possible changes in key assumptions identified that resulted in an impairment.

6. Trade and other receivables

2025

£m

2024

£m

Amounts owed by Group undertakings – 8.3

Non-current trade and other receivables – 8.3

Trade receivables – 0.1

Amounts owed by Group undertakings 6.4 7.3

Other non-trade receivables 0.4 1.2

Prepayments 1.7 2.0

Current trade and other receivables 8.5 10.6

Amounts receivable from Group undertakings are either interest bearing or non-interest bearing

depending on the type and duration of the receivable relationship.

Loans to Group undertakings

Loans are advanced to subsidiaries as permitted in the Company’s banking agreements. Each

subsidiary loan has a formalised agreement with clearly defined terms and is interest bearing,

as determined by rates decided by Group Treasury which are reviewed quarterly.

Loans receivable from subsidiaries are recorded initially at amortised cost and reduced by an

allowance for expected credit losses in accordance with IFRS 9. The assessment of credit risk

and the estimation of expected credit loss is probability weighted and incorporates all reasonable

and supportable information, including forward-looking information relevant to the assessment,

information about past events and current conditions, and forecasts of economic conditions

at the reporting date.

Management’s definition of default is where the forecast cash flows at the effective interest rate

(EIR) have nil headroom or less and therefore do not support the loan value.

For each immediate subsidiary subgroup loan an assessment has been made to determine what

is the stage of the loan. If the credit risk of the loan has not significantly increased and if the loan

is not already in default, then a 12-month expected credit loss has been calculated and hence

estimates the probability of an event occurring in the next 12 months that would give rise to

default (stage 1). If the credit risk has significantly increased or the loan has already defaulted,

an impairment at the lifetime expected credit loss has been calculated.

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196

6. Trade and other receivables continued

A significant increase in credit risk is considered to be where headroom <10.0% of loan

or deterioration in operating profit over last 12 months without a recovery plan.

During the year, management assessed the recoverability of the £4.1m loan receivable from

James Fisher MFE Limited. Based on forecast cash flows and the expected ability of the

counterparty to settle the loan, management concluded that the loan is credit-impaired and

that a lifetime expected credit loss should be recognised. As a result, an ECL provision has

been recorded for the full balance of £4.1m.

7. Other financial assets and liabilities

2025

£m

2024

£m

Non-current assets

Interest rate swaps designated as cash flow hedges 0.5 1.1

Other financial assets 0.5 1.1

Current assets

Forward foreign exchange contracts designated as cash flow hedges 0.7 –

Other financial assets 0.7 –

Current liabilities

Forward foreign exchange contracts designated as cash flow hedges – (0.8)

Forward foreign exchange contracts and currency swaps at fair value

through profit or loss

– (0.1)

Other financial liabilities – (0.9)

8. Trade and other payables

2025

£m

2024

£m

Current liabilities

Trade payables 7.2 6.3

Amounts owed to Group undertakings 231.9 126.0

Taxation and social security 0.6 0.1

Other payables 1.3 3.6

Accruals 6.5 6.8

Trade and other payables 247.4 142.8

All amounts payable to Group undertakings are non-interest bearing, unsecured and repayable

on demand.

9. Borrowings

2025

£m

2024

£m

Non-current liabilities

Bank loans – 77.3

Lease liabilities 0.1 0.3

Cumulative preference shares 0.1 0.1

Borrowings 0.2 77.7

Current liabilities

Bank overdrafts 22.3 51.4

Lease liabilities 0.2 0.2

Borrowings 22.5 51.6

Refer to Note 25 of the Consolidated financial statements for further details on the details of the

bank borrowings.

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197

Notes to the Company financial statements continued

10. Provisions

Cost of

material

litigation

£m

Other

£m

Total

£m

At 1 January 2024 2.0 6.4 8.4

Provided during the year – 1.2 1.2

Utilised during the year – (3.4) (3.4)

Re-classified to other payables – (3.0) (3.0)

Released during the year (1.7) – (1.7)

At 31 December 2024 0.3 1.2 1.5

Utilised during the year (0.3) – (0.3)

Re-classified to other payables – (0.7) (0.7)

At 31 December 2025 – 0.5 0.5

2025

£m

2024

£m

Current 0.5 1.0

Non-current – 0.5

0.5 1.5

11. Deferred tax

2025

£m

2024

£m

Non-current assets

Property, plant and equipment – 0.1

Deferred tax asset – 0.1

Non-current liabilities

Retirement benefits (1.2) (0.8)

Derivative financial instruments (0.2) (0.1)

Accelerated capital allowances 0.2 –

Deferred tax liability (1.2) (0.9)

Net deferred tax liability (1.2) (0.8)

The gross movement on the deferred income tax account is as follows:

2025

£m

2024

£m

At 1 January (0.8) 0.1

(Charged)/credited to comprehensive income (0.6) 0.4

Credited/(charged) to income statement 0.2 (1.3)

At 31 December (1.2) (0.8)

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198

12. Retirement benefit obligations

The Company defined benefit pension scheme obligations relate to the James Fisher and Sons plc Pension Fund for Shore Staff (Shore staff), the Merchant Navy Officers Pension Fund (MNOPF)

and the Merchant Navy Ratings Pension Fund (MNRPF) which are regulated under UK pension legislation. The financial statements incorporate the latest full actuarial valuations of the schemes

which have been updated to 31 December 2025 by qualified actuaries using assumptions set out in the table below. These defined benefit schemes expose the Company to actuarial risks, such

as longevity risk, currency risk, interest rate risk and market (investment) risk. In addition, by participating in certain multi-employer industry schemes, the Company can be exposed to a pro-rata

share of the credit risk of other participating employers. There are no plans to withdraw from the MNOPF or MNRPF schemes in the foreseeable future. The Company’s obligations in respect of

its pension schemes at 31 December 2025 were as follows:

2025

£m

2024

£m

Non-current assets

Shore staff 9.1 9.1

MNOPF – –

Retirement benefit surplus 9.1 9.1

Non-current liabilities

MNRPF (0.6) (0.7)

Retirement benefit obligations (0.6) (0.7)

Net retirement benefit surplus 8.5 8.4

Details of the above schemes including the actuarial assumptions and sensitivities can be found in Note 28 to the consolidated financial statements.

MNOPF

The share of the Company in the net retirement benefit obligation of the MNOPF is 0.7% (2024: 1.5%) which includes the liability of other Group undertakings as it has agreed to recognise

these liabilities. In 2024, the Directors commenced the legal process to formally transfer these liabilities into the name of the Company. This process is expected to be concluded during 2026.

MNRPF

The share of the Company in the net retirement benefit obligation of the MNRPF is 0.6% (2024: 1.6%).

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199

Notes to the Company financial statements continued

12. Retirement benefit obligations continued

12.1. The assets and liabilities of the schemes

2025 2024

Shore staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

Shore

staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

Fair value of scheme assets* 50.0 11.8 4.7 66.5 51.2 12.2 4.4 67.8

Present value of scheme liabilities (40.9) (11.5) (5.3) (57.7) (42.1) (12.1) (5.1) (59.3)

Effect of asset ceiling – (0.3) – (0.3) – (0.1) – (0.1)

Net pension surplus/(obligation) 9.1 – (0.6) 8.5 9.1 – (0.7) 8.4

* Details of the Shore staff scheme’s assets can be found in Note 28 to the consolidated financial statements

12.2. Movements in the net defined benefit obligation

2025 2024

Shore staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

Shore

staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

At 1 January 9.1 – (0.7) 8.4 7.4 – (0.5) 6.9

Change in Company share of liabilities – – – – – – (0.2) (0.2)

Expense recognised in the income statement (0.1) – (0.3) (0.4) (0.1) – – (0.1)

Contributions paid to scheme – – 0.1 0.1 1.6 – 0.1 1.7

Re-measurement gains/(losses) 0.1 – 0.3 0.4 0.2 – (0.1) 0.1

At 31 December 9.1 – (0.6) 8.5 9.1 – (0.7) 8.4

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

200

12. Retirement benefit obligations continued

12.3. Changes in the present value of the net defined benefit obligation

2025 2024

Shore staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

Shore

staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

At 1 January 42.1 12.1 5.1 59.3 46.6 28.6 4.5 79.7

Change in Company share of liabilities – – – – – (15.5) 0.9 (14.6)

Interest cost 2.1 0.5 0.2 2.8 2.0 0.6 0.3 2.9

Re-measurement loss/(gain):

Actuarial loss/(gain) arising from scheme experience 0.5 0.2 – 0.7 0.2 0.2 0.6 1.0

Actuarial gain arising from changes in demographic assumptions 0.4 – – 0.4 (0.1) – (0.1) (0.2)

Actuarial (gain)/loss arising from changes in financial assumptions (0.6) (0.2) – (0.8) (3.2) (0.8) (0.4) (4.4)

Net benefits paid out (3.6) (1.1) – (4.7) (3.4) (1.0) (0.7) (5.1)

At 31 December 40.9 11.5 5.3 57.7 42.1 12.1 5.1 59.3

12.4. Changes in the effect of the asset ceiling

2025 2024

Shore staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

Shore

staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

At 1 January – (0.1) – (0.1) – (1.1) – (1.1)

Change in Company share of liabilities – – – – – 0.6 – 0.6

Change in adjustment in excess of interest – (0.2) – (0.2) – 0.4 – 0.4

At 31 December – (0.3) – (0.3) – (0.1) – (0.1)

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

201

Notes to the Company financial statements continued

12. Retirement benefit obligations continued

12.5. Changes in the fair value of the plan assets

2025 2024

Shore staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

Shore

staff

£m

MNOPF

£m

MNRPF

£m

Total

£m

At 1 January 51.2 12.2 4.4 67.8 54.0 29.7 4.0 87.7

Change in Company share of assets – – – – – (16.1) 0.9 (15.2)

Expenses (0.6) – (0.2) (0.8) (0.4) – (0.1) (0.5)

Return on scheme assets recorded in interest 2.6 0.4 0.2 3.2 2.4 0.6 0.2 3.2

Re-measurement (gain)/loss:

Return on plan assets excluding interest income 0.4 0.3 0.2 0.9 (3.0) (1.0) – (4.0)

Contributions by employer – – 0.1 0.1 1.6 – 0.1 1.7

Net benefits paid out (3.6) (1.1) – (4.7) (3.4) (1.0) (0.7) (5.1)

At 31 December 50.0 11.8 4.7 66.5 51.2 12.2 4.4 67.8

12.6. History of experience gains and losses

Shore staff

2025

£m

2024

£m

2023

£m

2022

£m

2021

£m

Fair value of scheme assets 50.0 51.2 54.0 52.3 65.8

Defined benefit obligation (40.9) (42.1) (46.6) (46.8) (66.8)

Surplus/(deficit) in scheme 9.1 9.1 7.4 5.5 (1.0)

Re-measurement gain/(loss):

Return on plan assets excluding interest income 0.4 (3.0) 1.7 (13.1) 3.7

Re-measurement (loss)/gain on scheme liabilities 0.3 (3.2) 1.0 (18.1) (2.7)

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

202

12. Retirement benefit obligations continued

MNOPF

2025

£m

2024

£m

2023

£m

2022

£m

2021

£m

Fair value of scheme assets 11.8 12.1 29.7 33.0 48.6

Defined benefit obligation (11.5) (12.0) (28.6) (30.6) (49.0)

Asset ceiling (0.3) (0.1) (1.1) (2.6) –

Deficit in scheme – – – (0.2) (0.4)

MNRPF

2025

£m

2024

£m

2023

£m

2022

£m

2021

£m

Fair value of scheme assets 4.7 4.4 4.0 7.2 10.4

Defined benefit obligation (5.3) (5.1) (4.5) (6.6) (10.4)

Asset ceiling – – – (0.6) –

Deficit in scheme (0.6) (0.7) (0.5) – –

12.7. Defined contribution schemes

During the year, the Company contributed £0.6m (2024: £0.4m) into defined contribution schemes.

13. Share capital and other reserves

Refer to Note 30 to the consolidated financial statements.

14. Contingent liabilities

Refer to Note 33 to the consolidated financial statements.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

203

Subsidiary undertakings

Name of company Address

Group

percentage of

equity capital

Defence

Cowan Manufacturing Pty Limited Unit 3, Babilla Close, Beresfield, NSW, 2322 100%

Divex Asia Pacific Pty Ltd 54 Bushland Ridge, Bibra Lake, WA, 6163 100%

Divex FZE PO Box 261749, Jebel Ali Free Zone, Dubai,

United Arab Emirates

100%

Divex Limited Westhill

100%

James Fisher Defence Limited Barrow-in-Furness

100%

James Fisher Defence North America Limited 309A E Street Hampton, VA 23661 100%

James Fisher Singapore Pte Ltd Singapore, 50892911 100%

JFD Australia Pty Ltd 54 Bushland Ridge, Bibra Lake, WA, 6163 100%

JFD Limited Westhill

100%

JFD Ortega B.V. Vliegveldstraat 100, B515, Technology Base,

Enschede, Netherlands

100%

JFD Singapore Pte Ltd 19 Loyang Lane, 508929 100%

JFD South Africa (Pty) Limited Unit 2 & Unit 3, Erf 1543, Fifth Street

Montague Gardens 7441

100%

JFD Sweden AB Rindovagen, Rindo Vastra, 185 41 Vaxholm,

Sweden

100%

Maritime Engineers Pty Ltd 54 Bushland Ridge, Bibra Lake, WA, 6163 100%

Energy

Buchan Technical Services Limited Barrow-in-Furness

100%

Deep Sea Operation & Maintenance Co. Ltd Al Khobar City, PO Box 2716, Al Olaya, 34447,

Saudi Arabia

100%

EDS HV Group Limited Barrow-in-Furness

100%

EDS HV Management Limited Barrow-in-Furness

100%

Electricity Distribution Services Limited Barrow-in-Furness

100%

Hughes Marine Engineering Limited Barrow-in-Furness

100%

Hughes Sub Surface Engineering Limited Barrow-in-Furness

100%

James Fisher (Guyana) Inc Lot 62 Hadfield & Cross Street, Werk-en-Rust,

Georgetown, Demerara, Guyana

100%

James Fisher Asset Information Services

Limited

Barrow-in-Furness

100%

James Fisher Japan Limited Nihonbashi 1-chome Mitsui Building 7F,

1-4-1 Nihonbashi, chuo-ku, Tokyo, Japan

100%

James Fisher Marine Services Limited Barrow-in-Furness

100%

James Fisher Marine Services Limited

– Taiwan branch

Taiwan

100%

James Fisher Marine Services Malaysia Ltd Level 1, Lot 7, Block F, Sanguking Commercial

Building Jalan Patau-Patau, 87000 Labuan FT,

Malaysia

100%

Name of company Address

Group

percentage of

equity capital

James Fisher Marine Services Middle East

Limited FZCO

PO Box 371072, Dubai, United Arab Emirates 100%

James Fisher Marine Services Limited FZCO

– Dubai branch

Office 9, Floor 2, Mubarak Group Building,

Dubai Maritime City, Dubai-UAE

100%

James Fisher Maritime Deutschland GmbH Stadthausbrucke 8, 20355 Hamburg,

Germany

100%

James Fisher MFE Limited Barrow-in-Furness

100%

James Fisher Offshore Limited Oldmeldrum

100%

James Fisher Offshore Malaysia Sdn Bhd Room A, Ground Floor, Lot 7, Block F,

Saguking Commercial Building Jalan

Patau-Patau, 87000 Labuan FT, Malaysia

100%

James Fisher Personnel S.A. de C.V. Ciudad de Mexico, D.F., Mexico

100%

James Fisher Renouvelables Pépinière d’entreprises des Hauts de

Quincampoix, 3, rue de Franche Comté,

CS 50311, 50103 Cherbourg

100%

James Fisher Rumic Limited Barrow-in-Furness

100%

James Fisher Subsea Excavation Incorporated Suite No.715, 11767 Katy Freeway, Houston,

Texas, 77079, United States

100%

James Fisher Subsea Excavation Mexico S.A.

de C.V.

Ciudad de Mexico, D.F., Mexico

100%

James Fisher Subsea Excavation Pte Limited 133 Cecil Street, #16-01, Keck Seng Tower,

Singapore, 069535

100%

James Fisher Taiwan Co., Ltd Taiwan

100%

JCM Scotload Ltd Barrow-in-Furness

100%

JF Denmark – Denmark branch Jenny Kammersgaards, Vei 5, 2.3 Horsens

8700, Demark

100%

Namibia Subtech Diving and Marine

(Proprietary) Limited

Unit 6, Gold Street Business Park,

Gold Street, Prosperita, Windhoek

100%

Rotos 360 Limited Barrow-in-Furness

100%

Scan Tech AS Stavanger

100%

Scan Tech Personell AS Stavanger

100%

Scan Tech Produkt Personell AS Stavanger

100%

Scantech Offshore do Brasil Comercio E

Servicos Ltda

R 01 223, Lote 146 Quadra 02, Balneario das

Garcas, Rio das Ostras, 28.898-268, Brazil

100%

Scantech Offshore Limited Barrow-in-Furness

100%

Scantech Offshore Pty Ltd 55 Macedonia Street, Naval Base, Perth, WA 100%

Servicos Maritimos Continental S.A. Rio de Janeiro, Brazil

100%

Strainstall International for Project

Engineering LLC

Blg 3141, Street Anas Bin Malik, 8292,

Al Malqa Dist. Riyadh, Saudi Arabia

100%

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

204

Subsidiary undertakings continued

Name of company Address

Group

percentage of

equity capital

Energy continued

Strainstall Malaysia Sdn Bhd Ground Floor, 8, Lorong Universiti B,

Section 16, 46200 Petaling Jaya Selangor

Darul Ehsan, Malaysia

100%

Strainstall Singapore Pte Ltd 25 North Bridge Road, Level 7, Singapore,

179104

100%

Subsea Engenuity Limited Oldmeldrum

100%

Subtech (Pty) Ltd Briardene, South Africa

100%

Subtech (Pty) Ltd – Mozambique branch Rua da Educacao, No.38, Matola,

Mozambique

100%

Subtech Diving & Marine Tanzania Limited The Slipway Road, Msasani Peninsula,

Dar Es Salaam, United Republic of Tanzania

100%

Subtech Marine (Pty) Limited Unit 6 Gold Street Business Park, Gold Street,

Proposerita Windhoek

70%

Subtech Marine R2S Offshore LLC Floor 1, Building 81, Zone 36, Street 362,

Al Jazira Al Arabiya Street, Al Messila Area,

Doha, Qatar

49%**

Subtech Middle East Saudi Company Office 102, Al Jazira Building, Al Khobar,

Saudi Arabia

100%

Subtech Norte Lda Rua de Se no 114, Distrito Urbano 1, Bairro

Central, Maputo City, Mozambique

100%

Subtech Offshore (GBL II) C/O Acclime Mauritius Limited, Level 2,

Max City Building, Remy Ollier Street,

Port Louis, Mauritius

100%

Maritime Transport

Cattedown Wharves Limited Barrow-in-Furness

100%

Fender Care Limited Barrow-in-Furness

100%

Fender Care Marine (Asia Pacific) Pte Ltd Singapore

100%

Fender Care Marine (Gibraltar) Limited 28 Irish Town, Gibraltar 100%

Fender Care Marine Ltd Barrow-in-Furness

100%

Fender Care Marine Ltd, Agencia Chile

– Chile branch

El Trovador 4280, Apt 1205, Las Condes,

Santiago, 253-389, Chile

100%

Fender Care Marine Products

(Asia Pacific) Pte Limited

Singapore

100%

Fender Care Marine Sohar LLC Al Batinah Region, PO Box 37, Sohar, 327 70%**

Fendercare Australia Pty Ltd 54 Bushland Ridge, Bibra Lake, WA, 6163 100%

Fendercare Servicos Marinhos do Brasil Ltda Avenida Feliciano Sodre 325, Centro, Niteroi,

Rio De Janeiro, CEP: 24030-012, Brazil

100%

F.T.Everard Shipping Limited Barrow-in-Furness

100%

F.T.Everard & Sons Limited Barrow-in-Furness

100%

Name of company Address

Group

percentage of

equity capital

James Fisher (Crewing Services) Limited Barrow-in-Furness

100%

James Fisher (Shipping Services) Limited Barrow-in-Furness

100%

James Fisher Crewing (CY) Limited 115 Griva Digeni, Trident Centre, Limassol,

3101, Cyprus

100%

James Fisher Everard Limited Barrow-in-Furness

100%

James Fisher Maritime Limited Karaiskaki, 13, 3032, Limassol, Cyprus 100%

River Plate Maritime Services S.A. Cerrito 461, 5th Floor, Montevideo, Uruguay 100%

Scottish Navigation Company Limited Oldmeldrum

100%

Holding Companies

Fender Care Marine Solutions Limited Barrow-in-Furness

100%

James Fisher (Aberdeen) Limited Barrow-in-Furness

100%

James Fisher and Sons Nigeria Limited Lagos, Nigeria

99%*

James Fisher Holdings Limited Barrow-in-Furness

100%*

James Fisher Holdings UK Limited Barrow-in-Furness

100%

James Fisher Hong Kong Limited Room 1001-2, Wilson House,

19 Wyndham Street, Central, Hong Kong

100%

James Fisher Properties Limited Oldmeldrum

100%

James Fisher Properties Two Limited Barrow-in-Furness

100%

James Fisher Servicos Empresariais Ltda Rua 01 No 223, Quadra 02, Lote 146-part,

Balneario das Garcas, Brazil

100%

James Fisher Subtech Group Limited Barrow-in-Furness

100%

James Fisher Tankships Holdings Limited Barrow-in-Furness

100%

James Fisher USA Holdings Incorporated Corporation Trust Center, 120, Orange Street,

Wilmington, County of New Castle DE 19801,

United States

JF Australia Holding Pty Ltd 54 Bushland Ridge, Bibra Lake, WA, 6163 100%

JF Overseas Ghana Limited No.701, The Octagon Building, Barnes Road

Independence Avenue Accra Central,

Accra, Ghana

100%

JF Overseas Limited Barrow-in-Furness

100%

JF Singapore Holdings PTE Ltd 137 Telok Ayer Street, #05-02,

Singapore 068602

100%

Onesimus Dorey (Shipowners) Ltd St Peter Port

100%*

Subtech Group Holdings (Pty) Ltd Briardene, South Africa

100%

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

205

Associated undertakings and significant holdings in undertakings

other than subsidiary undertakings

Name of company Address

Group

percentage of

equity capital

Defence

First Response Marine Pte Ltd 16 Benoi Road, 629889, Singapore 50%

James Fisher Technologies LLC 5821 Langley Avenue, Loveland, Colorado,

80538, USA

49%

JFD Domeyer GmbH Konsul-Smidt-Str. 15, 28217, Bremen,

Germany

50%

JFDMIL Technologies Private Limited JFD MIL DPT-820 DLF Prime Towers Okhla

Industrial Area Phase I New Delhi - 110020

India

49%

Wuhu Divex Diving System Limited No.58 Yongchang Road, Jiujiang District,

Wuhu City, Anhui Province, PR China

49%

Energy

Eurotestconsult Limited County Laois, Ireland

50%

Eurotestconsult UK Limited Barrow-in-Furness

50%

James Fisher Angola UK Limited 7th Floor, 21 Lombard Street, London, EC3V

9AH

50%

Pleat MUD Coolers AS Stavanger

50.1%***

Strainstall Laboratories WLL PO Box 2255, Office No.70, Barwa

Commercial Avenue, Doha, Qatar

49%**

Strainstall Middle East LLC Office 306, Ibn Batuta Gate offices,

Jebal Ali Village, Dubai, UAE-111007

49%**

Strainstall Testing Lab LLC PO Box 62579, Abu Dhabi,

United Arab Emirates

49%**

Subtech Offshore Services Nigeria Limited Lagos, Nigeria

100%*

Subtech South Africa (Pty) Ltd Briardene, South Africa

49%**

Maritime Transport

FC Viking Sdn.Bhd Unit 30-01, Level 30, Tower A, Vertical

Business Suite, Avenue 3, Bangsar South,

No.8 Jalan Kerinchi, Kuala Lumpur,

Wilayah Perseketuan, 59200, Kuala Lumpur

49%

Fender Care Marine LLC Fujairah Port, PO Box 5198, Fujairah,

United Arab Emirates

49%**

Fender Care Marine SA (Pty) Ltd Unit 4, Thembani House, 41 Brand Road,

Glenwood, Durban, 4001, South Africa

49%

Fender Care Marine Services LLC G013, GH-1, Industrial City of Abu Dhabi

(ICAD-1), Mussafeh, PO Box 45628,

Abu Dhabi, United Arab Emirates

49%**

Name of company Address

Group

percentage of

equity capital

Fender Care Middle East LLC Plot 146/16, Emirates Industrial City, Sajja

Industrial Area, PO Box 25896, Sharjah,

United Arab Emirates

49%**

Fendercare Marine Ghana Limited 11 Aduemi Close, North Kaneshie,

Accra, Ghana

50%**

James Fisher Ghana Limited HNO No.1, East Legon, Telley, Tesa Link,

Otsokrikri Street, East Legon, Accra, Ghana

49%

James Fisher Nigeria Limited Architects Place, 2 Idowu Taylor Street,

Victoria Island, Lagos, Nigeria

100%**

1 Fisher House, Michaelson Road, Barrow-in-Furness, Cumbria, LA14 1HR.

2 North Meadows, Oldmeldrum, Aberdeenshire, AB51 0GQ.

3 JFD, Westhill Industrial Estate, Enterprise Drive, Westhill, Aberdeen, AB32 6TQ.

4 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey, GY1.

5 Finnestadsvingen 23, 4029 Stavanger, Norway.

6 39 Tuas West Avenue, Peck Tiong Choon Building, Singapore 638442.

7 Unit D, Zone 5, Clonminam Business Park, Portlaoise, County Laois, Ireland.

8 Unit 3, 11 Travertine Crescent, Briardene, Durban North, KwaZulu-Natal, 4051, South Africa.

9 Rua Tenente Celio, No.150, Bairro Granja Caveleiros, Macae, State of Rio de Janeiro, 27.930-120, Brazil.

10 8 Admiralty Street, #04-15/16, Admirax, Singapore 757438

11 Gabriel Mancera 1041 Del Valle, Benito Juarez, 03100, Ciudad de Mexico, D.F., Mexico.

12 14F, No. 521, Sec. 4, Zhongxiao E. Rd., Da’an Dist., Taipei City, Taiwan

13 Architects Place, 2 Idowu Taylor Street, Victoria Island, Lagos, Nigeria.

* Held by the Parent Company (all other subsidiaries are held by an intermediate subsidiary).

** Consolidated as subsidiary undertakings.

*** Although the Group holds an ownership interest of greater than 50%, it does not have control and therefore

the entity is not consolidated.

Overview Strategic Report Governance Financial Statements James Fisher and Sons plc Annual Report and Accounts 2025

206

Investor information

Managing your shares

To access information about your James Fisher

shareholding, vote at Company meetings,

update your personal details, shareholders can

access the Investor Centre provided by the

Company’s registrars:

uk.investorcentre.mpms.mufg.com

When registering for the first time you will need

to provide an email address, a secure password

and to set up Multi-Factor Authentication.

When logging in, please select “James Fisher

& Sons” as the issuer, enter your investor code

(IVC), name and postcode. You can find your IVC

on any correspondence from MUFG Corporate

Markets or by calling or emailing them at:

By email:

shareholderenquiries@cm.mpms.mufg.com

By telephone:

+44 (0) 371 664 0300

Electronic Communications

The Company encourages shareholders to

receive communications such as notices of

shareholder meetings and the annual report

and accounts electronically. This helps to

reduce the Company’s environmental impact

and save on printing and mailing costs, and

is also a more convenient and prompt method

of communication.

If you would like to receive electronic

communications, please register your

email address via the Investor Centre

or by contacting the Registrar (see left).

Once you elect to receive communications

electronically, you will be sent an email message

each time a new report or notice of meeting

is published. The email will contain links to

the appropriate website where documents

can be viewed.

You can access the corporate website at

james-fisher.com. The website provides

useful information including copies annual

reports, results announcements and share

price data, as well as information about the

Company strategy and latest news.

Brokers

Investec Bank (UK) Limited

30 Gresham Street

London

EC2V 7QP

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

Independent Auditor

KPMG LLP

1 St Peters Square Manchester

M2 3AE

Registrar

MUFG

Central Square

29 Wellington Street

Leeds

LS1 4DL

Registered Office

James Fisher and Sons plc

Fisher House

Michaelson Road

Barrow-in-Furness

Cumbria

LA14 1HR

Registered in England and Wales under

Company no. 00211475

Telephone: +44 (0) 1229 615 400

Website: james-fisher.com

This report is printed on Arena Extra White Smooth which

is made of FSC® certified and other controlled material.

Printed sustainably in the UK by Pureprint, a Carbon

Neutral company with FSC® Chain of custody and an

ISO 14001-certified environmental management system

recycling 100% of all dry waste.

Consultancy, design and production

www.luminous.co.uk

James Fisher and Sons plc

T: +44 (0) 1229 615 400

F: +44 (0) 1229 836 761

E: enquiries@james-fisher.com

W: james-fisher.com