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EXMAR NV — Annual Report 2025
Apr 16, 2026
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Annual Report
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5. FINANCIAL REPORT
- 5.1 Annual report of the Board of Directors to the shareholders 176
- 5.2 Consolidated financial statements 182
- 5.3 Statutory financial statements EXMAR NV 250
5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 176
5.2 CONSOLIDATED FINANCIAL STATEMENTS 182
| Table of Contents | Page |
|---|---|
| Consolidated statement of financial position | 183 |
| Consolidated statement of profit and loss and other comprehensive income | 184 |
| Consolidated statement of cash flows | 185 |
| Consolidated statement of changes in equity | 186 |
| Note 1 - Accounting policies | 188 |
| Note 2 - Segment reporting | 200 |
| Note 3 - Reconciliation segment reporting | 205 |
| Note 4 - Revenue | 209 |
| Note 5 - Gain on disposal | 210 |
| Note 6 - Vessel and engineering project expenses | 210 |
| Note 7 - Purchase of goods | 210 |
| Note 8 - General and administrative expenses | 211 |
| Note 9 - Personnel expenses | 211 |
| Note 10 - Provisions | 211 |
| Note 11 - Finance result | 212 |
| Note 12 - Income taxes | 213 |
| Note 13 - Vessels and barges | 214 |
| Note 14 - Other property, plant and equipment | 216 |
| Note 15 - Right -of- use assets | 217 |
| Note 16 - Investments in equity accounted investees | 218 |
| Note 17 - Financial information equity accounted investees | 219 |
| Note 18 - Borrowings to equity accounted investees | 222 |
| Note 19 - Tax assets and liabilities | 223 |
| Note 20 - Other non-current financial assets | 223 |
| Note 21 - Financial Assets at FVTPL | 224 |
| Note 22 - Trade and other receivables | 224 |
5.3 STATUTORY FINANCIAL STATEMENTS EXMAR NV 250
| Table of Contents | Page |
|---|---|
| Note 23 - Restricted cash and cash and cash equivalents | 224 |
| Note 24 - Share capital and reserves | 225 |
| Note 25 - Earnings per share | 226 |
| Note 26 - Borrowings | 227 |
| Note 27 - Employee benefits | 230 |
| Note 28 - Trade and other payables | 232 |
| Note 29 - Financial risks and financial instruments | 232 |
| Note 30 - Leases | 238 |
| Note 31 - Capital commitments | 239 |
| Note 32 - Contingencies | 239 |
| Note 33 - Related parties | 240 |
| Note 34 - Group entities | 242 |
| Note 35 - Fees statutory auditor | 244 |
| Note 36 - Subsequent events | 244 |
| Significant judgements and estimates | 244 |
| Statement on the true and fair view of the consolidated financial statements and the fair overview of the management report | 245 |
| Statutory auditor’s report to the shareholders’ meeting of EXMAR NV for the year ended 31 December 2024 - Consolidated financial statements | 245 |
5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 176
The Board of Directors hereby submits the combined annual report on the individual and consolidated annual accounts of EXMAR NV (the “Company”) dated December 31, 2025 in accordance with articles 3:6 and 3:32 of the Belgian Code of Companies and Associations (“BCCA”). The Company must publish its annual accounts in accordance with the stipulations of the Royal Decree dated November 14, 2007 concerning the obligations of issuers of financial instruments who are entitled to trade on the Belgian regulated market. Any elements that are applicable to the Company in accordance with the BCCA and the above-mentioned Royal Decree shall be covered in this report and in the Corporate Governance Statement. This annual report should consequently be read in conjunction with EXMAR’s 2025 report.
COMMENTS ON THE CONSOLIDATED ANNUAL ACCOUNTS
The consolidated annual accounts were prepared in accordance with International Financial Reporting Standards (IFRS). Below comments are based on the consolidated annual accounts prepared in accordance with IFRS, whereby the joint ventures are accounted for under the equity method.
In 2025, the EXMAR Group achieved a consolidated profit of USD 74.3 million (USD 181.0 million in 2024). Revenue decreased in 2025 by USD 100.8 million to USD 248.1 million due to (i) lower Infrastructure revenue from conversion works for TANGO FLNG and EXCALIBUR for the Marine XII project in Congo, (ii) lower revenue in Supporting Services from Bexco NV as the company was sold in May 2024, (iii) lower operations and maintenance revenue in Supporting Services, partially compensated by (iv) higher revenue from engineering projects managed by EXMAR Offshore Company in Houston, USA.
Gain on disposal amounted to USD 7.5 million in 2025, compared to USD 102.6 million in 2024. The gain in 2025 results mainly from the sale of three pressurized vessels and the result on disposal of the shares in Springmarine Nigeria Ltd. The gain in 2024 was the result of (i) the release of the contingent consideration liability of USD 78 million after TANGO FLNG’s successful performance testing results and (ii) the realization of a gain of USD 20.6 million on the sale of 100% of the shares of Bexco NV.
Because of the decrease of engineering, procurement and conversion contract work in relation to the Marine XII project in Congo, the sale of Bexco NV in May 2024, and release of provisions for a warranty claim, operating expenses decreased in 2025 by USD 101.4 million.
Net financial expenses increased from USD 3.1 million in 2024 to USD 17.0 million in 2025 and can be explained as follows:
* Lower interest income of USD 8.7 million resulting from the lower on average cash position of EXMAR;
* Higher interest cost compared to 2024 from EXCALIBUR financing agreements, partially compensated by lower interest cost of pressurized borrowings.
* Negative foreign exchange results on positions in USD in companies with functional currency EUR
* Dividend income from shares in Vantage Drilling and loss from remeasurement of shares in Vantage Drilling and Ventura.
The share of equity accounted investees decreased by USD 0.4 million to USD 24.5 million in 2025.
Vessels and barges amounted to USD 360.4 million at year-end 2025, a decrease of USD 8.2 million, which is mainly the result of following events: the transfer of two pressurized vessels to assets held for sale (USD 15.4 million), the sale of two pressurized vessels, the depreciation charge of the year (USD 22.5 million), partially offset by capitalized dry-dock expenses (USD 2.1 million), the advance payments for three Suezmax vessels (USD 25.7 million) and USD 2.0 million increase from the lifting of the early buy out options for three pressurized vessels.# 5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS
177
Investments in equity accounted investees increased by USD 22.2 million up to USD 181.9 million end 2025, primarily as a result of our share in the net profit of these joint ventures and associated companies (USD 24.5 million), offset by dividends (-USD 1.6 million) and interest rate swap impact on the Group’s other comprehensive income (-USD 1.5 million).
In 2025 EXMAR acquired bonds in several companies for an amount of USD 9.8 million. In 2025 the financial assets at FVTPL decreased because of the loss on remeasurement of shares. Current trade and other receivables decreased by USD 46.5 million and is mainly due to a decrease of trade receivable balances in relation to engineering, operations and maintenance contracts for the Marine XII project in Congo, for TANGO FLNG and EXCALIBUR.
The cash position on December 31, 2025, amounted to USD 179.8 million, a decrease by USD 94.9 million following net outflow of cash from financing activities which includes the dividend distributions of which optional dividend was a major driver in the cash position, offsetting strong growth of the cash flow from operating activities.
Equity amounted to USD 549.1 million end 2025, or a decrease by USD 60.5 million primarily because of an aggregated dividend distribution of USD 325.0 million, partially converted into a capital increase of USD 186.1 million, and USD 74.3 million profit of the year.
End 2025, borrowings (non-current and current) amounted to USD 278.2 million (2024: USD 316.5 million). The decrease of USD 38.4 million is in essence explained by the repayment of the existing facilities (USD 47.7 million), partially offset by new lease liabilities.
COMMENTS ON THE STATUTORY FINANCIAL STATEMENTS
The statutory accounts were prepared in accordance with Belgian GAAP and accounting principles were consistently applied. These accounts will be presented for approval to the General Meeting of Shareholders on May 19, 2026. The below comments cover the main items of the statutory annual accounts:
The operational loss amounted to USD -15.8 million in 2025 (2024: USD -3.5 million). Financial year 2024 included a positive impact of USD 10.4 million of reversals of provision for a tax claim. Financial result decreased from USD 297.5 million (gain) in 2024 to USD 48.5 million (gain) in 2025. The decrease is primarily due to a decrease of the dividend income from subsidiaries by USD 162.2 million and the gain on the sale of financial assets that took place in 2024 (-USD 100.0 million).
The statutory result for the financial year amounts to a profit of USD 30.0 million compared to a profit of USD 293.0 million in 2024.
At the end of 2025, the total assets amounted to USD 717.8 million, including USD 516.0 million financial fixed asset and USD 146.1 million investments (treasury shares and term deposits) and cash. Equity amounted to USD 490.8 million at the end of 2025 (2024: USD 599.6 million) and decreased because of the dividend distributions of aggregate USD 325.0 million, partially converted into a capital increase of USD 186.1 million, and USD 30.0 million profit of the year. Liabilities amounted to USD 224.5 million end 2025 compared to USD 202.7 million in 2024.
At the General Meeting of Shareholders on May 19, 2026, the Board of Directors will propose the payment of a dividend of (gross) EUR 0.27 per share and to allocate the result of the year as follows:
| Item | Amount |
|---|---|
| Profit carried forward | USD 292,118,215.13 |
| Profit of the financial year | USD 30,011,907.50 |
| Dividend distributions of the year | -USD 292.020.734,84 |
| Transfer from reserves | USD 373,684.54 |
| Transfer to legal reserves | -USD 1,500,595.38 |
| RESULT TO APPROPRIATE | USD 28.982.476,95 |
| Dividend payable | USD 25,226,513.50 |
| Result to carry forward | USD 3.755.963,45 |
RISK FACTORS
As described in the Corporate Governance Statement.
NON-FINANCIAL INFORMATION
As described in chapter 3 of the EXMAR 2025 report.
SUPPLEMENTARY INFORMATION
Research and Development
As described in chapter 3 of the EXMAR 2025 report.
Employees
On December 31, 2025, in accordance with the current CSRD-regulation EXMAR’s global staff comprised 1,411 employees, including 1,099 crew at sea (2024: 1,521 employees, including 1,219 crew at sea). Many of the crew at sea are employed on assets owned or operated by our equity accounted investees; the corresponding expenses are not included in EXMAR’s consolidated personnel or crew expenses.
178
Acquisition or sale of treasury shares
There were no such transactions in 2025. We refer to the Corporate Governance Statement. On December 31, 2025 EXMAR owned 1,956,013 own shares, representing 2.40% of the total number of shares issued.
Justification of the Accounting Principles
The accounting principles applied during the closure of the statutory annual accounts do not differ from the accounting principles applied during the previous financial year. A summary of the accounting principles of valuation is attached to the statutory annual accounts. For the consolidated financial statements please refer to the section on valuation principles for the consolidated annual accounts.
Defensive Mechanisms
Described in the Corporate Governance Statement.
Branch offices
EXMAR NV has no branch offices.
Stock Option Plan
As of December 31, 2025 no plan is still open.
Additional activities carried out by the Statutory Auditor
During the past financial year, the Statutory Auditor or companies or persons related to the Statutory Auditor, have been involved in audit related matters and have provided limited tax services for the Group. The non-audit fees did not exceed the Group audit fees.
Financial instruments
The long-term vision, that is typical of EXMAR’s activities, is accompanied by long-term financing and therefore EXMAR’s activities are also exposed to floating interest rates. EXMAR actively manages this exposure and if deemed appropriate could cover itself for rising interest rates for a part of its debt portfolio by means of various instruments. The Group’s currency risk is historically mainly affected by the EUR/USD ratio for manning its fleet, paying salaries and all other personnel related expenses. As per December 31, 2025 the Company had financial instruments in place to cover the floating interest on loans.
179
Application of article 7:96 of the Belgian Code of Companies and Associations
Per Article 7:96 of the Belgian Code of Companies and Associations (BCCA) directors who have a conflict of interest with respect to a decision to be taken by the Board have to inform the other directors of this before the decision is taken and may not participate in the discussion and decision making. Such declaration and the nature of the conflict of interest have to be set out in the minutes, which also have to describe the nature of the Board’s decision, its financial consequences for the Company and its justification. This part of the minutes is to be included in the annual financial report.
Excerpt from the minutes of the meeting of 10 February 2025.
The Board members received the latest version of the draft memorandum of response, containing the Board’s detailed opinion regarding the bid, as well as a copy of the report of Natixis, the independent expert appointed by the independent directors, by e-mail prior to the meeting. The independent directors confirm that they have no comments on the latest version of the prospectus and the memorandum of response which are currently with the FSMA for final approval in the coming days. It is expected that any final comments of the FSMA will be minor.
Messrs. Nicolas Saverys and Carl-Antoine Saverys, as well as Mrs. Stephanie Saverys declare, as representative or shareholder of Saverex NV, that they possibly have an interest (other than a financial interest in the sense of article 7:96 BCCA) in the decision- making by the Board. In conformity with article III.7 of the Corporate Governance Charter they do not participate in the decision-making. The Board has no further comments and decides to approve the memorandum of response, and mandates the CEO and the CFO, in case the FSMA requires any final changes to be made to the memorandum of response, to implement such final changes.
Excerpt from the minutes of the meeting of 4 December 2025.
The Nomination and Remuneration Committee discussed the proposals with respect to the variable remuneration for Saverex and the CEO for 2025. The proposals are submitted to the Board for approval. Prior to the discussion the directors Nicolas Saverys, as director and shareholder of Saverex NV, Stephanie Saverys, as director and shareholder of Saverex NV, and Carl-Antoine Saverys, as director and shareholder of Saverex NV and as representative of Casaver BV, inform the other directors that they have a pecuniary interest that conflicts with that of the Company, as they are, indirectly or directly, beneficiaries of proposed bonuses. They will not participate in the discussion or take part in the decision-making on the recommendation of the Committee.
The proposals are the following:
* Variable remuneration for 2025 of EUR 2 million to Saverex, based on exceptional contribution and role, and net result of the group;
* Variable remuneration for 2025 of EUR 100,000 to Casaver BV (Carl-Antoine Saverys), based on performance and overall result of the group;
The Board is of the opinion that the procedure laid out in Article 7:97 BCCA is not to be applied with respect to the variable remuneration to Saverex NV, as the value (including all transactions with respect to Saverex NV during the last 12 months) is less than 1% of the net assets of the Company on consolidated basis. The Nomination and Remuneration Committee recommends approving the proposals.The Board, having duly considered the financial impact for the Company of the recommendation, is of the opinion that the proposals are justified because of the extraordinary work in 2025 by the beneficiaries. The Board decides to approve the recommendation. Significant events after balance sheet We refer to Note 36 - Subsequent events of the consolidated annual report. OUTLOOK Shipping: The expertise of EXMAR is transporting gas products to its customers across the globe in a safe and reliable way. The transported volume in 2025 was approximately 5.9 million metric tons (MT), of which around 66% was LPG, 32% ammonia, and the remainder being petrochemical gases. Half of the EXMAR MGC fleet is dedicated to ammonia transportation and this trend is expected to continue in 2026. Midsize Gas Carriers (MGC) EXMAR, which has a 50/50 joint venture with SEAPEAK for the Midsize fleet, continues to build on its existing loyal customer base with extensions of existing time charter contracts at profitable levels. At the end of 2025, 69% of EXMAR’s Midsize fleet was already committed to clients for 2026. EXMAR owns and operates 17 MGCs, with a substantial newbuild program of another 14 MGCs to be delivered between 2026 and 2028. This includes the world’s first ammonia dual fuelled vessels (4 total on order) where the first delivery will take place in 2026. With the dual fuel ammonia engine, these vessels represent the best technology available today with respect to reducing greenhouse gas emissions. In the meantime, EXMAR’s third dual-fuel LPG-powered MGC, MERIBEL, has successfully been delivered at the start of 2026. 5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS180 Very Large Gas Carriers (VLGC) EXMAR owns two 88,000 m³ LPG-fuelled VLGCs, FLANDERS INNOVATION and FLANDERS PIONEER, both operating under long-term time-charter agreements with Equinor ASA (Norway). In addition, EXMAR controlled BW Tokyo exited the BW VLGC pool during 2025 and is currently employed full time. Pressurized EXMAR currently operates a fleet of 4 pressurized vessels and has chartered 2 additional newbuilds with delivery 2027 and 2028, the beginning of EXMAR’s fleet renewal initiative for the pressurized segment. One of the pressurized vessels, FATIME, was still in ownership at the end of 2025, but sold at the beginning of 2026. Infrastructure: Liquefied Natural Gas (LNG) EXCALIBUR, a 138,000 m³ LNG carrier converted into a floating storage unit, is under a 10-year charter for the ENI Marine XII infrastructure project in Congo, to serve as floating storage unit alongside the floating liquefaction plant TANGO FLNG. Floating LNG barges TANGO FLNG is a floating LNG terminal which liquefies natural gas into LNG, which is then offloaded into LNG carriers laying alongside for export to LNG-importing countries. TANGO FLNG is owned by ENI as part of the activities of the natural gas development project in the Marine XII block. EXMAR carried out refurbishment on the TANGO FLNG as engineering, procurement and conversion contractor on the Marine II project in Congo in 2023 and 2024. EXMAR has been heavily involved in this project as development and implementation partner and continues its support as operations & maintenance partner after commissioning and performance acceptance. EEMSHAVEN LNG , a 600 mmscfd regasification barge, has successfully operated for four years as an LNG import facility in Eemshaven in the north of the Netherlands and achieved 100% uptime during 2025. The facility has a regasification capacity of 8 billion cubic meters (BCM) of natural gas per year, equivalent to 25% of the Netherlands’ annual natural gas demand. The current contract remains in effect until 3Q2027. The customer, a 50/50 joint venture between Gasunie and VOPAK, meanwhile has confirmed his intention to continue thereafter to make a valuable contribution to diversify energy sourcing and secure energy supply in Europe. Accommodation barge The deployment of the accommodation and work barge NUNCE until December 2026 solidifies EXMAR’s reputation as a premier service provider to Sonangol in Angola, a relationship that has been ongoing since 2009. Development for employment thereafter is ongoing. Supporting Services: Ship Management 2025 has been a very busy year especially for the infrastructure business unit of EXMAR Ship Management, following the agreements with ENI for the operation and maintenance for the TANGO FLNG and EXCALIBUR and the terminal operations of EEMSHAVEN LNG, which will continue in the following years. In 2026, EXMAR Ship Management will add eight (8) MGC vessels to its diversified portfolio, including the delivery of the world’s first ammonia fuelled vessels. Investments EXMAR holds shares in Vantage Drilling International Ltd. (Vantage) and Ventura Offshore Holding Ltd. (Ventura). Both companies provide offshore oil and natural gas drilling services. EXMAR’s investments in these entities are motivated by attractive value creation opportunities arising from prolonged underinvestment in the offshore drilling market. Further, EXMAR continuously assesses opportunities to deploy liquidity in related activities, as a diversification and liquidity management tool. Approval and discharge of the annual accounts We hereby request the General Meeting of Shareholders to approve this report for the year ending December 31, 2025 in its entirety and to appropriate the results as provided in this report. We also request the shareholders to grant discharge to the directors and Statutory Auditor for the performance of their mandate during the above- mentioned financial year. Appointments The following mandates will expire at the General Meeting of Shareholders: ▪ Philippe VLERICK, non-executive director ▪ Deloitte Bedrijfsrevisoren / Réviseurs d’Entreprises BV/SRL, statutory auditor The Board of Directors, March 26, 2026 5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 181 5.2 CONSOLIDATED FINANCIAL STATEMENTS182 5.2 CONSOLIDATED FINANCIAL STATEMENTS 5.2 CONSOLIDATED FINANCIAL STATEMENTS 183
Consolidated statement of financial position
(IN THOUSANDS OF USD)
| NOTE | DECEMBER 31, 2025 | DECEMBER 31, 2024 | |
|---|---|---|---|
| Non-current assets | 621,960 | 601,528 | |
| Vessels and barges | 13 | 360,390 | 368,575 |
| Other property, plant and equipment | 14 | 2,846 | 2,336 |
| Intangible assets | 730 | 175 | |
| Right-of-use assets | 15 | 8,197 | 4,253 |
| Investments in equity accounted investees | 16 | 181,878 | 159,687 |
| Deferred tax assets | 19 | 2,558 | 4,635 |
| Other non-current financial assets | 20 | 10,094 | 260 |
| Derivative financial assets | 0 | 586 | |
| Financial assets at FVTPL | 21 | 55,268 | 61,021 |
| Current assets | 281,271 | 418,658 | |
| Assets held for sale | 13 | 8,708 | 14,731 |
| Derivative financial assets | 29 | 67 | 1,072 |
| Trade and other receivables | 22 | 77,420 | 123,886 |
| Short term borrowings to equity accounted investees | 18 | 0 | 48 |
| Current tax assets | 19 | 8,103 | 4,184 |
| Restricted cash | 23 | 7,132 | 0 |
| Cash and cash equivalents | 23 | 179,842 | 274,737 |
| Total assets | 903,232 | 1,020,186 | |
| Equity | 549,113 | 609,626 | |
| Equity attributable to owners of the Company | 549,117 | 609,645 | |
| Share capital | 24 | 274,955 | 88,812 |
| Share premium | 92,382 | 125,359 | |
| Reserves | 107,436 | 214,485 | |
| Result for the period | 74,343 | 180,989 | |
| Non-controlling interest | -4 | -19 | |
| Non-current liabilities | 251,042 | 299,109 | |
| Borrowings | 26 | 244,998 | 277,794 |
| Derivative financial liabilities | 29 | 888 | 1,240 |
| Employee benefit obligations | 27 | 554 | 785 |
| Provisions | 4,601 | 19,289 | |
| Current liabilities | 103,078 | 111,452 | |
| Borrowings | 26 | 33,175 | 38,759 |
| Trade and other payables | 28 | 66,587 | 66,252 |
| Current tax liability | 19 | 3,316 | 6,441 |
| Total liabilities | 354,119 | 410,560 | |
| Total equity and liabilities | 903,232 | 1,020,186 |
Consolidated statement of profit and loss and other comprehensive income
(IN THOUSANDS OF USD)
| NOTE | 2025 | 2024 | |
|---|---|---|---|
| Revenue | 4 | 248,140 | 348,911 |
| Gain on disposal | 5 | 7,451 | 102,617 |
| Other operating income | 3,564 | 4,325 | |
| Operating income | 259,156 | 455,854 | |
| Vessel and engineering project expenses | 6 | -91,040 | -163,271 |
| Raw materials and consumables used | 7 | 0 | -10,441 |
| General and administrative expenses | 8 | -35,920 | -39,352 |
| Personnel expenses | 9 | -46,470 | -44,719 |
| Depreciations & amortisations | 13-14-15 | -26,080 | -31,702 |
| Impairment losses and reversals | -541 | -2,742 | |
| Provisions - (Increase)/Decrease | 10 | 15,967 | 6,678 |
| Loss on disposal | 0 | 1 | |
| Other operating expenses (+/-) | -113 | -61 | |
| Result from operating activities | 74,960 | 170,245 | |
| Interest income | 11 | 8,536 | 9,271 |
| Interest expenses | 11 | -18,636 | -17,793 |
| Other finance income | 11 | 17,685 | 12,133 |
| Other finance expenses | 11 | -24,622 | -6,685 |
| Net finance result | -17,037 | -3,074 | |
| Result before income tax and share of result of equity accounted investees | 57,922 | 167,171 | |
| Share of result of equity accounted investees (net of income tax) | 16 | 24,509 | 24,938 |
| Result before income tax | 82,431 | 192,109 | |
| Income tax expense | 12 | -8,087 | -11,118 |
| Result for the period | 74,344 | 180,991 | |
| Attributable to: | |||
| Non-controlling interest | 1 | 2 | |
| Owners of the Company | 74,343 | 180,989 | |
| Result for the period | 74,344 | 180,991 | |
| Basic earnings per share (in USD) | 25 | 1.15 | 3.15 |
| Diluted earnings per share (in USD) | 25 | 1.15 | 3.14 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| NOTE | 2025 | 2024 | |
|---|---|---|---|
| Result for the period | 74,344 | 180,991 | |
| Items that are or may be reclassified subsequently to profit or loss: | |||
| Equity accounted investees - share in other comprehensive income | 16 | -1,462 | 606 |
| Equity accounted investees - foreign currency translation differences | 16 | 473 | -3 |
| Foreign currency translation differences | 5,104 | -5,266 | |
| Hedge | -233 | -655 | |
| Other | 40 | -23 | |
| Items that will never be reclassified to profit and loss: | |||
| Employee benefits - remeasurements of defined benefit liability/assets | 27 | 73 | -41 |
| Total other comprehensive income for the period (net of tax) | 3,995 | -5,382 | |
| Total comprehensive income for the period | 78,339 | 175,610 | |
| Attributable to: | |||
| Non-controlling interest | 15 | -166 | |
| Owners of the Company | 78,325 | 175,776 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 185 Consolidated statement of cash flows (IN THOUSANDS OF USD) NOTE FOR THE 12 MONTHS ENDED DECEMBER 31 2025 2024 Result for the period 74,344 180,991 Share of result of| | NOTE | 2025 | 2024 |
| :--- | :--- | :--- | :--- |
| equity accounted investees (net of income tax) | 16 | -24,509 | -24,938 |
| Depreciations & amortisations | 13/14/15 | 26,080 | 31,702 |
| Impairment losses and reversals | | 541 | 2,742 |
| Net finance result | 11 | 17,037 | 3,074 |
| Income tax expense/ (income) | 12 | 8,087 | 11,118 |
| Net (gain)/ loss on sale of assets | 5 | -7,451 | -102,617 |
| Increase/(decrease) in provisions and employee benefits | | -16,214 | -6,168 |
| Realized foreign currency gains (losses) | 11 | 701 | -638 |
| Gross cash flow from operating activities | | 78,617 | 95,266 |
| (Increase)/decrease of inventories | | 0 | -1,705 |
| (Increase)/decrease of trade and other receivables | 22 | 47,330 | -41,038 |
| Increase/(decrease) of trade and other payables | 28 | 285 | 14,714 |
| Cash generated from operating activities | | 126,232 | 67,237 |
| Interest paid | 11 | -18,435 | -15,816 |
| Interest received | 11 | 8,532 | 7,695 |
| Income taxes paid | | -12,959 | -6,762 |
| NET CASH FROM OPERATING ACTIVITIES | | 103,371 | 52,354 |
| Acquisition of vessels and vessels under construction | 13 | -27,805 | -10,180 |
| Acquisition of other property plant and equipment | 14 | -1,085 | -1,226 |
| Acquisition of intangible assets | | -3 | -122 |
| Proceeds from the sale of vessels and other property, plant and equipment | | 26,913 | 18,214 |
| Dividends from equity accounted investees | 16 | 1,595 | 1,768 |
| Other dividends received | 11 | 8,122 | 35 |
| Proceeds from the sale of a subsidiary, net of cash disposed off | | 0 | 41,955 |
| Proceeds from the sale of financial assets | | 4,024 | 0 |
| Acquisitions of other non-current financial assets | | -9,804 | 0 |
| Payments for financial assets at FVTPL | 21 | -6,146 | -20,390 |
| Repayments from equity accounted investees | 18 | -267 | -700 |
| Borrowings to equity accounted investees | 18 | 230 | 12,500 |
| NET CASH FROM INVESTING ACTIVITIES | | -4,225 | 41,855 |
| Dividend paid | | -138,853 | -48,122 |
| Proceeds from new borrowings | 26 | 1 | 100,500 |
| Repayment of borrowings | 26 | -40,837 | -42,064 |
| Repayment of lease liabilities IFRS 16 (principal portion) | 26 | -6,825 | -1,814 |
| Payment of debt transaction costs & banking fees | | -895 | -3,709 |
| Increase in restricted cash | | -7,132 | 0 |
| NET CASH FROM FINANCING ACTIVITIES | | -194,541 | 4,791 |
| NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS | | -95,396 | 99,000 |
| Net cash and cash equivalents at 1 January | 23 | 274,737 | 176,930 |
| Net increase/(decrease) in cash and cash equivalents | | -95,396 | 99,000 |
| Exchange rate fluctuations on cash and cash equivalents | | 501 | -1,193 |
| NET CASH AND CASH EQUIVALENTS AT 31 DECEMBER | 18 | 179,843 | 274,737 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 186
Consolidated statement of changes in equity
| (IN THOUSANDS OF USD) | NOTE | SHARE CAPITAL | SHARE PREMIUM | RETAINED EARNINGS | RESERVE FOR TREASURY SHARES | TRANSLATION RESERVE | HEDGING RESERVE | SHARE-BASED PAYMENTS RESERVE | TOTAL | NON- CONTROLLING INTEREST | TOTAL EQUITY |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Opening equity as previously reported per January 1, 2025 | 88,812 | 125,359 | 438,991 | -38,160 | -6,162 | 806 | 0 | 609,646 | -19 | 609,626 | |
| Result for the period | 74,343 | 74,343 | 1 | 74,344 | |||||||
| Foreign currency translation differences | 5,090 | 5,090 | 14 | 5,104 | |||||||
| Foreign currency translation differences - share equity accounted investees | 16 | 473 | 473 | 473 | |||||||
| Employee benefits - remeasurement net defined benefit obligations | 27 | 73 | 73 | 73 | |||||||
| Other | 40 | 40 | 40 | ||||||||
| Net change in fair value of cash flow hedges | -233 | -233 | -233 | ||||||||
| Net change in fair value of cash flow hedges - share equity accounted investees | 16 | -1,462 | -1,462 | -1,462 | |||||||
| Total other comprehensive result | 0 | 0 | 113 | 0 | 5,563 | -1,695 | 0 | 3,981 | 14 | 3,995 | |
| Total comprehensive income for the period | 0 | 0 | 74,457 | 0 | 5,563 | -1,695 | 0 | 78,325 | 15 | 78,339 | |
| Dividends declared | -32,977 | -292,020 | -324,997 | -324,997 | |||||||
| Increase In Shareholders' Equity | 186,144 | 186,144 | 186,144 | ||||||||
| Total transactions with owners of the Company | 186,144 | -32,977 | -292,020 | 0 | 0 | 0 | 0 | -138,853 | 0 | -138,853 | |
| Closing equity per December 31, 2025 | 274,956 | 92,382 | 221,428 | -38,160 | -599 | -889 | 0 | 549,117 | -4 | 549,113 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 187
| (IN THOUSANDS OF USD) | NOTE | SHARE CAPITAL | SHARE PREMIUM | RETAINED EARNINGS | RESERVE FOR TREASURY SHARES | TRANSLATION RESERVE | HEDGING RESERVE | SHARE-BASED PAYMENTS RESERVE | TOTAL | NON- CONTROLLING INTEREST | TOTAL EQUITY |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Opening equity as previously reported per January 1, 2024 | 88,812 | 148,796 | 282,751 | -38,160 | -1,062 | 855 | 0 | 481,991 | 147 | 482,138 | |
| Result for the period | 180,989 | 180,989 | 2 | 180,991 | |||||||
| Foreign currency translation differences | -5,098 | -5,098 | -168 | -5,266 | |||||||
| Foreign currency translation differences - share equity accounted investees | 16 | -3 | -3 | -3 | |||||||
| Employee benefits - remeasurement net defined benefit obligations | 27 | -41 | -41 | -41 | |||||||
| Other | -23 | -23 | -23 | ||||||||
| Net change in fair value of cash flow hedges | -655 | -655 | -655 | ||||||||
| Net change in fair value of cash flow hedges - share equity accounted investees | 16 | 606 | 606 | 606 | |||||||
| Total other comprehensive result | 0 | 0 | -64 | 0 | -5,100 | -49 | 0 | -5,213 | -168 | -5,381 | |
| Total comprehensive income for the period | 0 | 0 | 180,925 | 0 | -5,100 | -49 | 0 | 175,776 | -166 | 175,610 | |
| Dividends declared | -23,437 | -24,685 | -48,122 | -48,122 | |||||||
| Share-based payments | 0 | 0 | 0 | ||||||||
| Total transactions with owners of the Company | 0 | -23,437 | -24,685 | 0 | 0 | 0 | 0 | -48,122 | 0 | -48,122 | |
| Closing equity per December 31, 2024 | 88,812 | 125,359 | 438,991 | -38,160 | -6,162 | 806 | 0 | 609,645 | -19 | 609,626 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 188
Note 1 - Accounting policies
A. REPORTING ENTITY
EXMAR NV (“the Company”) is a company domiciled in Belgium whose shares are publicly traded (Euronext – EXM). The consolidated financial statements of the Group comprise the Company, its subsidiaries, and the Group’s interest in associates and joint arrangements (referred to as the “Group”). The Group is active in the industrial shipping business.
B. BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by EU on December 31, 2025. The accounting policies adopted in preparing the 2025 consolidated financial statements are consistent with those applied in the previous financial year, except for the items below.
New and amended standards and interpretations, effective in 2025
The Group applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after January 1, 2025:
▪ Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
The Group concluded that these have little or no impact on its consolidated financial statements. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
Standards issued but not yet effective
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2025 and have not been applied in preparing these consolidated financial statements. The following new or amended standards or interpretations, are not yet applicable for the annual period beginning on 1 January 2026. Except for IFRS 18, these standards and amendments to standards are not expected to have a significant impact on the Group’s consolidated financial statements:
▪ IFRS 18 - Presentation and Disclosures in Financial Statements;
▪ IFRS 19 - Subsidiaries without Public Accountability: Disclosures;
▪ Amendments to IAS 21 : The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency;
▪ Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments and regarding contracts referencing Nature-dependent Electricity;
▪ Annual Improvements to IFRS Accounting Standards — Volume 11.
The consolidated financial statements were approved and were authorised for issue by the Board of Directors on March 26, 2026.
IFRS 18
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 189
IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. In making this assessment, the Group concluded that it has none of the following specified main business activities as defined in IFRS 18: Investing in assets; Providing finance to customers. Although the adoption of IFRS 18 will have no impact on the group’s net profit, the following changes are likely to be reflected:
▪ Profit before financing and income tax will be introduced as a new subtotal in the statement of profit or loss.* Interest income on loans granted and debt instruments will be removed from financial result and classified as part of the investing category
* Interest income on cash and cash equivalents will be removed from financial result and classified as part of the investing category
* The interest result with respect to our defined benefit plans is not impacted as already part of the financial result
* Share of profit or loss of and gains/(losses) on disposal of investments accounted for under the equity method will be classified in the investing category
* Foreign exchange difference will be classified in the category where the related income and expense form the item giving rising to the foreign exchange difference is reported. That means that FX differences that result from cash and cash equivalents will be reclassified from financial result to the investing category
* The FX gains and losses on third party and intercompany trade receivables/payables currently classified as part our financial result will be classified in the operating category;
* Gains and losses on derivatives that are all used to manage identified risks will be classified in the same category as the income and expense affected by the risks the derivative is used to manage, except when it would require the grossing up of gains or losses or when it would involve undue cost or effort. Our current assessment did not reveal a change in current presentation of gains and losses on derivatives in financial result.
* Classifications subject to pending IFRIC decisions:
* FX on intercompany loans and borrowings are currently presented as part of our financial result, pending final IFRIC decisions, it might be that this will have to be presented as part of operating result.
* Changes to the cash flow statement:
* Interest received currently classified as part of operating cash flows will have to be presented as part of investing cash flows.
* Interest paid currently classified as part of operating cash flows will have to be presented as part of financing cash flows.
* Dividends will remain presented as part of investing cash flows.
C. BASIS OF MEASUREMENT AND PRESENTATION
The consolidated financial statements are presented in thousands of USD, which is also the functional currency of the parent company. The Financial Services and Markets Authority (FSMA) approved the use of the USD as reporting currency by letter of July 2, 2003 as the majority of the Group’s shipping activities and related financing are expressed in USD. All values are rounded to the nearest thousand.
The financial statements are prepared on the historical cost basis except for the following material assets and liabilities that have been measured on an alternative basis on each reporting date: derivative financial instruments, equity securities at FVTPL and the net defined benefit liability.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 190
D. USE OF JUDGEMENTS AND ESTIMATES
The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, income and expenses, the accompanying disclosures and the disclosure of contingent liability.
The estimates and related assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The estimates and the 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 only affects that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which have a significant impact on the amounts reported in the consolidated financial statements:
Assessment of exercising purchase options
Determining whether EXMAR will exercise purchase options on financed assets requires judgment and impacts the useful life of the related assets. All facts and circumstances relevant to the assessment are considered.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond control of the Group. Such changes are reflected in the assumptions when they occur.
Impairment of vessels and barges
The Group reviews the carrying amount of each vessel for potential impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of a specific vessel may not be fully recoverable. The recoverable amount is the highest of the fair value less cost to sell and the value in use. The fair value less cost to sell is determined based upon independent valuation reports. The Group engages two independent valuation specialists to assess fair values at reporting date. The carrying values of the vessels may not represent the fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of new buildings. Historically, both charter rates and vessel values tend to be cyclical.
The value in use is based upon future cash flows discounted to their present value. In developing estimates of future cash flows, management makes assumptions about expected operation date (in case of temporarily unemployed vessels), future charter rates, ship operating expenses, the estimated remaining useful lives of the fleet and the WACC. These assumptions are based on historical trends as well as future expectations. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. We refer to Note 13 - Vessels and barges for additional information on the assumptions applied at year-end.
Climate change and sustainability related developments
Climate related matters and measures such as the introduction of emission reduction legislation may have a significant impact on the EXMAR business and its customers. EXMAR is closely monitoring current developments and measures related to climate change and sustainability (see also section 3 of this annual report) and believes these currently do not result in fundamentally changed expectations regarding useful lives or recoverability of our fleet. In the sensitivity analysis of the annual impairment test of vessels and barges, the age and emission rating of each particular asset was considered.
E. GEOPOLITICAL RISKS AND UNCERTAINTIES
Having assessed the current status of the tariffs applicable in several jurisdictions, imposed by or agreed with the United States of America, EXMAR came to the conclusion that there will not be any material adverse impact on EXMAR'S financial results.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 191
EXMAR has been following the evolution of the warlike operations in the Middle East and taking all measures to make sure that its crew and vessels remain safe. There have been no instructions to bring vessels from the EXMAR fleet into the Arabian/Persian Gulf since the start of the attacks. EXMAR will also avoid taking the risk of trading into the Arabian/Persian Gulf as long as the situation has not improved.
F. MATERIAL ACCOUNTING POLICIES
a. Basis of consolidation
Subsidiaries
Subsidiaries are those entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. All intra-Group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-Group transactions are eliminated in full.
Loss of control
Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, and non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit and loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date the control is lost.
Interests in equity-accounted investees
The Group’s interest in equity accounted investees comprises interests in associates and joint ventures. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Investments in associates and joint ventures are accounted for using the equity method and are recognised initially at cost. When the share of the Group in the losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to zero, and the recognition of future losses is discontinued, except to the extent that the Group has an obligation or has made payments on behalf of the investee.In such case the negative investment in equity accounted investees is deducted from other components of the investor’s interest in the equity accounted investee (borrowings to equity accounted investees). If the negative investment in equity accounted investees exceeds the investor’s interest, a liability is recognized for the net amount.
b. Foreign currency
Functional currency
Each entity prepares its individual financial statements in the currency of the primary economic environment in which the entity operates (i.e. the functional currency). Several European and Hong Kong based entities have the USD as functional currency as most of their cash flows are expressed in USD.
Transactions and balances
In preparing the individual financial statements, transactions in currencies other than the entities’ functional currency are recorded at the exchange rate applicable at the date of the transaction. At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated to the functional currency spot exchange rates at that date. The non-monetary assets and liabilities that are measured in terms of historical cost are translated to the functional currency at the exchange rate at the date of the initial transactions. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date the fair value was determined.
Foreign exchange differences arising on translation are recognised in the profit or loss statement, except for qualified cash flow hedges to the extent that the hedges are effective. Upon disposal of the hedge and or net investment, the cumulative amount is reclassified to profit or loss.
192
5.2 CONSOLIDATED FINANCIAL STATEMENTS
Consolidation of foreign operations
On consolidation, assets and liabilities of foreign operations, including fair value adjustments arising on acquisition, are translated to USD – the group reporting currency - using the closing rate at reporting date. The income and expenses of the foreign operations are converted to USD at the exchange rate at the date of the transaction (the average exchange rate during the relevant period is used). Foreign currency translation differences are recognized directly in other comprehensive income. These foreign currency differences are presented within the “Translation reserve” caption. However, if the operation is a non-wholly owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.
The main exchange rates used are:
| EXCHANGE RATES | Closing rates DECEMBER 31, 2025 | Closing rates DECEMBER 31, 2024 | Average rates DECEMBER 31, 2025 | Average rates DECEMBER 31, 2024 |
|---|---|---|---|---|
| EUR | 0.8511 | 0.9626 | 0.8928 | 0.9206 |
| XAF | 558.2613 | 631.3957 | 586.9506 | 603.8544 |
| ARS | 1,453.2429 | 1,030.9850 | 1,222.6562 | 905.7289 |
c. Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Debt instruments that meet the following conditions are measured subsequently at amortised cost (see (i) below):
* The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
* The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Other financial assets of the Group are measured subsequently at fair value through profit or loss (FVTPL). Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset:
* The Group may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch (see (ii) below).
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets:
(i.) Financial assets at amortised costs: These assets are subsequently measured at amortised costs using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
(ii.) Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. However, see section derivative financial instruments and hedge accounting for derivatives designated as hedging instruments.
193
Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control over the financial asset.
Financial liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. See section “Derivative financial instruments and hedge accounting” for derivatives designated as hedging instruments.
Derecognition of financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of tax effects. When treasury shares are sold, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented in retained earnings.
Derivative financial instruments & hedge accounting
The Group holds derivative financial instruments to hedge its interest rate risk exposures. Derivatives are recognised initially at fair value at the date a derivative contract is entered into. Subsequent to initial recognition, derivatives are recognized at fair value and changes therein are generally recognized in profit and loss. At inception of designated hedge relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedged instrument, including whether the changes in cash flow of the hedged item and hedging instrument are expected to offset each other.
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 recognized in OCI and accumulated in the hedging reserve. If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is immediately reclassified to profit or loss.
d. Intangible assets
Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss as incurred.
Environmental emission allowances
Environmental emission allowances acquired for the purpose of settling emissions in the ordinary course of business, are classified as intangible assets. They are originally measured at cost. They are tested for impairment on an annual basis. They are not amortized.
194
Other intangible assets
Other intangible assets (e.g. software,…) acquired by the Group that have finite useful lives are measured at cost less accumulated amortisations and accumulated impairment losses.
e. Property, plant and equipment
Owned assets
Items of property, plant and equipment are stated at cost, which includes capitalised borrowing costs, less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset and to bringing the asset to the location and condition necessary for its intended use. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use and capitalized borrowing costs.If a part of an item of property, plant and equipment is replaced, the replacement cost is capitalised and the carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit or loss statement as incurred. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Vessels, barges or units in the construction process are separately classified on the balance sheet as assets under construction. These assets under construction are not depreciated, depreciation starts at the moment that the vessels are delivered. As from the moment of delivery, the vessels are no longer classified as under construction. The business model of the Group aims to rent or operate the constructed assets.
The vessels are depreciated on a straight-line basis to their residual value over their estimated useful life (as from construction date) in the Group as follows:
| Asset | Useful Life |
|---|---|
| Gas vessel LPG pressurized | 20 years |
| Gas vessel LPG | 30 years |
| Gas vessel VLGC | 30 years |
| Gas vessel LNG | 35 years |
| Suezmax | 25 years |
| LNG units | 30 years |
| Accommodation platform, newbuild: Hull machinery & deck outfitting | 20 years |
| Accommodation platform, newbuild: Accommodation | 10 years |
| Accommodation platform, second hand | 10-12 years |
Vessels and barges are estimated to have a zero residual value. Dry-docking expenses are capitalised when they occur and depreciated over a period until the next dry-dock. Other property, plant and equipment are depreciated over their estimated useful life using the straight-line depreciation method. The estimated useful lives of the various other types of assets are as follows:
| Asset | Useful Life |
|---|---|
| Buildings | 33.3 years |
| Leased real estate | 33.3 years |
| Plant and equipment | 5 years |
| Furniture | 10 years |
| Cars | 5 years |
| Airplane | 10 years |
| IT equipment | 3 years |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 195
f. Impairment of assets
Financial assets
Financial assets measured at amortised cost, except current trade receivables, are assessed each reporting date to determine whether the credit risk of a financial asset has increased significantly since initial recognition. The Group recognises a loss allowance for expected credit losses (ECL’s) which is based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are an integral part of the contract terms. In determining the credit risk of a financial asset and when estimating the ECL’s, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information. For current trade receivables, the Group applies the simplified approach permitted by IFRS 9 Financial Instruments, which requires expected lifetime losses to be recognized from initial recognition of the receivables. The amount of the allowance is deducted from the carrying amount of the asset.
Equity accounted investees
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss with respect to its net investment in the associate or joint venture. An impairment loss in respect of an equity accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit and loss and is reversed when there is a favourable change in the estimates used to determine the recoverable amount.
Non-financial assets
The carrying value of non-financial assets, other than deferred tax assets, are reviewed at each balance sheet date to determine whether there is an indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
g. Assets held for sale
Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Group’s accounting policies. Thereafter the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Intangible assets and property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated. In addition, equity accounting of equity accounted investees ceases once classified as held for sale or distribution.
h. Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit or loss statement as the related service is provided.
Defined benefit plans
The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; discounting that amount and deducting the fair value of any plan assets. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of a any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 196
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.
Belgian defined contribution plans with return guaranteed by law
Belgian defined contribution plans are subject to the Law of April 28, 2003 on occupational pensions (hereafter ‘the WAP’). According to article 24 of this Law, the employer has to guarantee an average minimum return of 3.75% on employee contributions and of 3.25% on employer contributions and this for contributions paid until December 31, 2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both employer and employee contributions (as changed by the Law of December 18, 2015). This guaranteed minimum return generally exceeds the return that is normally guaranteed by the insurer. Because the employer has to guarantee the statutory minimum return on these plans, not all actuarial and investment risks relating to these plans are transferred to the insurance company managing the plans. Therefore, these plans do not meet the definition of a defined contribution plan under IFRS and have to be classified by default as defined benefit plans. An actuarial calculation has been performed in accordance with IAS 19 based on the projected unit credit method.
Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility or withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.
Short-term employee benefit
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
i. Provisions
A provision is recognised in the statement of financial position when the Group has a legal or constructive obligation as result of a past event, that can be estimated reliably and it is probable that an outflow of benefits will be required to settle the obligation.
j. Income
Charter revenue
The company and/or its joint ventures generate revenues from charterers for the use of its assets. Assets are chartered using voyage/spot, time or bareboat charters and pool revenue:
- Voyage/spot charters: Voyage revenue is recognized over time of spot charters on a load-to-discharge basis. Progress is determined on time elapsed. Voyage expenses are expensed as occurred. When our vessels cannot start or continue performing its obligation due to other factors, such as port delays, a demurrage is calculated. The applicable demurrage rate is stipulated in the contract.As demurrage is often a commercial discussion between EXMAR and the charterer, the outcome and total compensation receivable for the delay is not always certain. As such, EXMAR only recognizes the revenue which is highly probable to be received. No revenue is recognized if the collection of the consideration is not highly probable. The amount of revenue recognized is estimated based on historical data. The Group updates its estimate on an annual basis.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 197
- Time- and Bareboat charters: As a lessor, the Group leases out some of its vessels under time – and bareboat charters (see also l) Leases). For time or bareboat charters, a contract is entered into for the use of an asset for a specific period of time at a contractual agreed daily or monthly rate. Revenue from time or bareboat charters are accounted for as operating leases and are recognised over the duration as service is performed.
- Pool revenue: Aggregated revenue recognized on a daily basis from vessels operating on voyage or time charter and contract of affreightment (“COA”) within the pool is converted into an aggregated net revenue amount by extracting aggregated voyage expenses (such as fuel consumption, port charges,..) from gross revenue. This net revenue is used to determine the pool Time Charter Equivalent revenue (“TCE”). Aggregate TCE revenue is used to allocate revenue to the pool partners in accordance with the allocated pool points earned for each vessel. Pool points are determined taking into account the following parameters: intake (= capacity of the vessel), speed, fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels operated in the pool is equal to the pool point rating of each vessel multiplied by time on hire, as reported by the pool manager. Revenue from these floating time charter agreements under which vessels are employed by the pool is accounted for under IFRS 15 Revenue from contracts with customers.
Revenue from services rendered
Revenue from services such as ship management, engineering and technical assistance services are recognised in the profit or loss statement over time as the services are provided. The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs (recurring services). Invoices and related payment terms depend on individual contractual terms.
License income
Revenue from the licensing of access to EXMAR’s intellectual property is in general recognised over time together with the underlying services rendered based on time and material spent. In case the license revenue is considered distinct and distinct within the context of the contract, this revenue will be recognized at the point in time when EXMAR satisfies the performance obligation and control is transferred to the customer.
Gain on sale of assets
Gain on the sale of assets (vessels and barges) is recognized in the profit or loss statement when control of the goods underlying the particular performance obligation is transferred to the customer, which in general is at the moment of delivery of a vessel or barge to the customer. Invoices and related payment terms depend on individual contractual terms.
Revenue from sale of goods
Contracts with customers to sell goods have only one performance obligation. Revenue recognition occurs at a point in time when control of the asset is transferred to the customer, in general upon the delivery of goods.
Manufacturing project revenue
For revenue out of manufacturing projects, the percentage of completion method is used, provided that the outcome of the project can be assessed with reasonable certainty.
Commissions
If the Group acts in the capacity of an agent rather than as a principal in the transaction, then the revenue recognised is the net amount of commission realized by the Group.
k. Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease.
As a lessee
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.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 198
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any.
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. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
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 or rate as at the commencement date;
* Amounts expected to be payable under a residual value guarantee; and
* 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. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets separately on the face of the balance sheet and lease liabilities in “Loans and borrowings” in the 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 leases of low-value assets and short-term leases, 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.
As a lessor
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes 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 a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of “Revenue”.
l. Finance income and expenses
Finance income consists of interests received, dividend income, gains on the disposal of equity securities at FVTPL, changes in the fair value of financial assets at fair value through profit or loss, gains on hedging instruments that are recognised in profit or loss and exchange rate gains. Dividend income is recognised in the profit or loss statement on the date that the dividend is declared.
Finance expenses consist of interest expense on borrowings, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, exchange rate losses and losses on hedging instruments that are recognised in profit or loss.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 199
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis per currency as either other finance income or finance expense.
m. Taxes
Income tax expense consists of current and deferred taxes. Current and deferred tax is recognised in the profit or loss statement. Current tax is the expected tax payable or receivable on the taxable income or loss of the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax assets and liabilities are offset only if certain criteria are met. Deferred tax is recognised on all temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes.Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets are recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reduced when it is no longer probable that the related tax benefits will be realized. Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that is has become probable that future taxable profits will be available against which they can be used. Deferred tax assets and liabilities are offset only if certain conditions are met. Tonnage tax and withholding taxes due on service income from certain jurisdictions are not accounted for as income taxes in accordance with IAS 12 and are not presented as part of income tax expense in the profit or loss statement but are shown under other operating expenses unless the withholding taxes can be offset with the income taxes due.
n. Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by management to make decisions about resources to be allocated to the segment and assess its performance. The result for each segment includes all income and expenses generated directly by this segment, as well as part of the income and expenses that can reasonably be allocated to this segment. The assets and liabilities allocated to a segment include as a minimum the assets and liabilities which are periodically reported to the Chief operating decision maker, being the Group’s CEO and the Executive Committee. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets.
o. Emission allowances
EXMAR owns and is mandated to manage vessels that fall in the scope of the European Union Emission Trading System. This results in incoming flows from its customers, settled by transfer of allowances based on the emissions of the vessel operated for the respective customers, on the one hand, and in outgoing transfers of allowances to the competent EU authority on the other hand. Environmental emission allowances, acquired for the purpose of settling emissions in the ordinary course of business, are classified as intangible assets. They are originally measured at cost. Allowances that will be retired within the next 12 months are classified as current intangible fixed assets and are included within other current assets. In case that allowances are acquired in cash, cash flow is classified as an investing cash flow. The obligation to deliver environmental emission allowances, which arises due to emissions in the operations of vessels as per European Union Emission Trading System regulations, is reported as a liability within accruals under Trade and other Payables. This liability is valued at the cost of the allowances obtained (the allowances at hand) and a provision is recognised for the difference between allowances to surrender and allowances at hand. The provision is measured at the fair value of allowances at the reporting date, being the best estimate of the expenditure required to obtain allowances not at hand at the reporting date. In the income statement only the net cost (representing the shortfall of allowances available to settle the obligation) is reported in other operating expenses.
5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Segment reporting
In respect of joint ventures, the company continues to manage its operations based on internal management reports applying the principles of the proportionate consolidation method. The reconciliation of the segment reporting to the consolidated statement of financial position and the consolidated statement of profit or loss is presented in Note 3 - Reconciliation segment reporting. All differences relate to the application of IFRS 11 Joint arrangements, no other differences exist.
The Group has three reportable segments. The Group’s operating segments reflect the level at which the Group’s CEO and the Executive Committee review the business and make decisions about the allocation of resources and other operating matters. These segments offer different products and services and are managed separately.
- The activities in the Shipping segment include the transportation of liquefied gas products such as Liquefied Natural Gas (LNG), Liquefied Petroleum Gas (LPG), ammonia and petrochemical gases; or, as the case may be, transport of dry bulk, oil and petroleum products.
- The Infrastructure segment provides innovative floating infrastructure solutions to the oil & gas industry both by making use of its asset portfolio and through developing new assets for near-shore and offshore production, processing, storage or other ancillary services.
- The segment Supporting services includes the specialised supporting services such as ship management services, travel services and manufacturing activities as well as an investment portfolio.
The company’s internal and management structure does not distinguish any geographical information (non-current assets and revenue per major country) as the company’s fleet is operated on a worldwide basis. The intra-segment revenue mainly relates to management, supervision and crew services provided between segments.
Major shipping clients Equinor (ex-Statoil), Saudi Arabian Mining Company and CSSA Chartering and shipping services, represented 21.1% (2024: 21.5%), 10.9% (2024: 12.8%) and 8.5% (2024: 3.5%) of the revenue of the Shipping segment and 9.0% (2024: 6.9%), 4.7% (2024: 4.1%) and 3.6% (2024: 1.1%) of the EXMAR Group revenue in 2025. The remaining part of the Shipping revenue is divided between 24 different customers.
ENI Congo, Gasunie and Sonangol exploration & production represented 25.1% (2024: 34.9%), 21.5% (2024: 20.4%) and 3.0% (2024: 3.7%) of the revenue of the Infrastructure segment. These three companies represented 10.1% (2024: 11.2%), 8.6% (2024: 6.6%) and 1.2% (2024: 1.2%) of the EXMAR Group revenue in 2025. The percentages mentioned are calculated excluding settlement fees. No other customers represented more than 10.0% of the EXMAR Group revenue in 2025.
SEGMENT REPORTING 2025 (IN THOUSANDS OF USD)
CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2025
| SHIPPING | INFRASTRUCTURE | SUPPORTING SERVICES | ELIMINATIONS | TOTAL | |
|---|---|---|---|---|---|
| Revenue third party | 146,597 | 137,853 | 58,587 | 343,037 | |
| Revenue intra-segment | 1,660 | 858 | 9,098 | -11,617 | 0 |
| Total revenue | 148,257 | 138,712 | 67,685 | -11,617 | 343,037 |
| Gain on disposal | 8,019 | 1,979 | 22 | 10,019 | |
| Other operating income | 674 | 57 | 2,834 | 3,564 | |
| Operating income | 156,949 | 140,748 | 70,540 | -11,617 | 356,620 |
| Operating result before depreciations, amortisations & impairment losses (EBITDA) | 105,186 | 80,870 | -7,859 | 0 | 178,196 |
| Depreciations and amortisations | -48,035 | -12,556 | -1,551 | -62,142 | |
| Impairment losses and reversals | 0 | -36 | -505 | -541 | |
| Operating result (EBIT) | 57,151 | 68,278 | -9,916 | 0 | 115,513 |
| Interest income (non-intra-segment) | 2,069 | 1,013 | 7,492 | 10,574 | |
| Interest income intra-segment | 978 | 7,401 | 19,859 | -28,237 | 0 |
| Interest expenses (non-intra-segment) | -23,747 | -11,455 | -169 | -35,371 | |
| Interest expenses intra-segment | -14,292 | -5,560 | -8,384 | 28,237 | 0 |
| Other finance income | 145 | 195 | 17,429 | 17,770 | |
| Other finance expenses | -1,521 | -739 | -22,948 | -25,208 | |
| Share of result of equity accounted investees | 0 | -682 | 255 | -428 | |
| Income tax expense | 285 | -3,675 | -5,117 | -8,507 | |
| Segment result after tax | 21,068 | 54,776 | -1,499 | 0 | 74,344 |
| Attributable to: | |||||
| Non-controlling interest | 1 | ||||
| Owners of the Company | 74,343 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2025
| SHIPPING | INFRASTRUCTURE | SUPPORTING SERVICES | ELIMINATIONS | TOTAL | |
|---|---|---|---|---|---|
| ASSETS | |||||
| Vessels and barges | 577,866 | 181,382 | 0 | 759,247 | |
| Other property, plant and equipment | 224 | 1,102 | 1,572 | 2,898 | |
| Intangible assets | 298 | 123 | 607 | 1,029 | |
| Right-of-use assets | 29,586 | 1,605 | 6,472 | 37,662 | |
| Investments in equity accounted investees | 0 | 2,161 | 760 | 2,922 | |
| Borrowings to equity accounted investees | 0 | 147 | -4 | 143 | |
| Financial assets at FVTPL | 0 | 0 | 55,268 | 55,268 | |
| Loan receivables intra-segment | 345 | 86,808 | 415,654 | -502,807 | 0 |
| Other non-current financial assets | 0 | 0 | 10,094 | 10,094 | |
| Cash and cash equivalents | 12,883 | 44,136 | 149,996 | 207,015 | |
| Restricted cash | 6,899 | 0 | 233 | 7,132 | |
| Assets held for sale | 8,708 | 0 | 0 | 8,708 | |
| Total segment assets | 636,808 | 317,464 | 640,651 | -502,807 | 1,092,116 |
| Unallocated trade and other receivables | 83,421 | ||||
| Trade and other receivables intra-segment | 2,407 | 28,402 | 6,746 | -37,555 | 0 |
| Other unallocated assets | 10,885 | ||||
| Total assets | -540,362 | 1,186,422 | |||
| LIABILITIES | |||||
| Non-current borrowings | 325,895 | 132,070 | 1,922 | 459,886 | |
| Current borrowings | 45,510 | 25,543 | 988 | 72,042 | |
| Borrowings intra-segment | 309,111 | 106,537 | 87,160 | -502,807 | 0 |
| Other payables & derivatives | 605 | 888 | 0 | 1,493 | |
| Non-current provisions | 797 | 293 | 4,308 | 5,398 | |
| Total segment liabilities | 681,916 | 265,331 | 94,378 | -502,807 | 538,819 |
| Unallocated equity | 549,113 | ||||
| Unallocated trade and other payables | 94,605 | ||||
| Trade and other payables intra-segment | -475,526 | -81,346 | 594,427 | -37,555 | 0 |
| Unallocated other liabilities | 3,886 | ||||
| Total equity and liabilities | -540,362 | 1,186,422 |
CASH FLOW STATEMENT
| Cash from operating activities | 184,757 |
| Cash from investing activities | -129,484 |
| Cash from financing activities | -203,799 |
| Exchange rate fluctuations | 516 |
| Total cash flow | -148,010 |
ADDITIONAL INFORMATION
| Capital expenditures | -177,119 |
| Proceeds from disposals | 51,276 |
| SHIPPING | INFRASTRUCTURE | SUPPORTING SERVICES | ELIMINATIONS | TOTAL | |
|---|---|---|---|---|---|
| Revenue third party | 140,066 | 210,436 | 84,392 | 434,893 | |
| Revenue intra-segment | 2,765 | 1,727 | 5,789 | -10,281 | 0 |
| Total revenue | 142,831 | 212,162 | 90,181 | -10,281 | 434,893 |
| Gain on disposal | 7,209 | 78,227 | 20,397 | 105,834 | |
| Other operating income | 1,521 | 0 | 2,807 | 4,328 | |
| Operating income | 151,561 | 290,390 | 113,385 | -10,281 | 545,055 |
| Operating result before depreciations, amortisations & impairment losses (EBITDA) | 107,375 | 143,561 | 22,824 | 0 | 273,759 |
| Depreciations and amortisations | -50,825 | -12,250 | -1,524 | -64,599 | |
| Impairment losses and reversals | -1 | -2,613 | -128 | -2,742 | |
| Loss on disposal | 0 | 1 | 0 | 1 | |
| Operating result (EBIT) | 56,548 | 128,700 | 21,172 | 0 | 206,419 |
| Interest income (non-intra-segment) | 4,522 | 4,320 | 4,900 | 13,742 | |
| Interest income intra-segment | 2,284 | 5,182 | 22,397 | -29,863 | 0 |
| Interest expenses (non-intra-segment) | -26,104 | -9,834 | -218 | -36,156 | |
| Interest expenses intra-segment | -16,261 | -7,822 | -5,780 | 29,863 | 0 |
| Other finance income | 590 | 3,897 | 7,817 | 12,304 | |
| Other finance expenses | -547 | -565 | -5,752 | -6,865 | |
| Share of result of equity accounted investees (net of income tax) | 0 | 2,471 | 237 | 2,708 | |
| Income tax expense | -213 | -4,863 | -6,084 | -11,160 | |
| Segment result after tax | 20,818 | 121,485 | 38,688 | 0 | 180,991 |
| Attributable to: | |||||
| Non-controlling interest | 2 | ||||
| Owners of the Company | 180,989 | 204 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS OF USD)CONSOLIDATED STATEMENT OF FINANCIAL POSITIONDECEMBER 31, 2024
| SHIPPING | INFRASTRUCTURE | SUPPORTING SERVICES | ELIMINATIONS | TOTAL | |
|---|---|---|---|---|---|
| Vessels and barges | 440,895 | 192,430 | 0 | 633,325 | |
| Other property, plant and equipment | 73 | 1,143 | 1,120 | 2,336 | |
| Intangible assets | 113 | 120 | 54 | 288 | |
| Right-of-use assets | 30,535 | 2,418 | 1,449 | 34,402 | |
| Investments in equity accounted investees | 0 | 510 | 573 | 1,082 | |
| Borrowings to equity accounted investees | 0 | 350 | 1,961 | 2,311 | |
| Financial assets at FVTPL | 0 | 0 | 61,133 | 61,133 | |
| Loan receivables intra-segment | 84,005 | 88,771 | 543,097 | -715,872 | 0 |
| Other non-current financial assets | 0 | 0 | 260 | 260 | |
| Cash and cash equivalents | 55,911 | 108,204 | 190,911 | 355,025 | |
| Assets held for sale | 32,467 | 0 | 0 | 32,467 | |
| Total segment assets | 643,998 | 393,946 | 800,558 | -715,872 | 1,122,629 |
| Unallocated trade and other receivables | 137,372 | ||||
| Trade and other receivables intra-segment | 7,076 | 28,909 | 56,998 | -92,983 | 0 |
| Other unallocated assets | 10,866 | ||||
| Total assets | 1,271,828 | ||||
| LIABILITIES | |||||
| Non-current borrowings | 316,346 | 156,476 | 671 | 473,494 | |
| Current borrowings | 52,788 | 25,758 | 878 | 79,425 | |
| Borrowings intra-segment | 351,576 | 225,621 | 138,675 | -715,872 | 0 |
| Other payables & derivatives | 0 | 20 | 1,246 | 1,266 | |
| Non-current provisions | -10,156 | 13,879 | 15,857 | 19,579 | |
| Total segment liabilities | 710,554 | 421,754 | 157,328 | -715,872 | 573,764 |
| Unallocated equity | 609,626 | ||||
| Unallocated trade and other payables | 81,205 | ||||
| Trade and other payables intra-segment | -46,203 | 56,670 | 82,515 | -92,983 | 0 |
| Unallocated other liabilities | 7,233 | ||||
| Total equity and liabilities | 1,271,828 |
CASH FLOW STATEMENT
| Cash from operating activities | 95,662 |
| Cash from investing activities | 31,674 |
| Cash from financing activities | -11,130 |
| Exchange rate fluctuations | -1,299 |
| Total cash flow | 114,908 |
ADDITIONAL INFORMATION
| SHIPPING | INFRASTRUCTURE | SUPPORTING SERVICES | TOTAL | |
|---|---|---|---|---|
| Capital expenditures | -45,819 | -1,110 | -513 | -47,441 |
| Proceeds from disposals | 43,384 | 0 | 125 | 43,509 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 205
Note 3 - Reconciliation segment reporting
The financial information of each operating segment is reviewed by management using the proportionate consolidation method. The below tables reconcile the financial information as reported in the consolidated statement of financial position and the consolidated statement of profit or loss (using the equity consolidation method as required under IFRS 11) with the financial information disclosed in Note 2 - Segment reporting (using the proportionate consolidation method).
RECONCILIATION SEGMENT REPORTING 2025 (IN THOUSANDS OF USD)
| FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2025 | PROPORTIONATE CONSOLIDATION | DIFFERENCE | EQUITY CONSOLIDATION |
|---|---|---|---|
| Revenue | 343,037 | -94,896 | 248,140 |
| Gain on disposal | 10,019 | -2,568 | 7,451 |
| Other operating income | 3,564 | 0 | 3,564 |
| Vessel expenses | -112,379 | 21,338 | -91,040 |
| General and administrative expenses | -35,164 | -755 | -35,920 |
| Personnel expenses | -46,704 | 234 | -46,470 |
| Depreciations and amortisations | -62,142 | 36,062 | -26,080 |
| Impairment losses and reversals | -541 | 0 | -541 |
| Provisions - (Increase)/Decrease | 15,967 | 0 | 15,967 |
| Loss on disposal | 0 | 0 | 0 |
| Other operating expenses (+/-) | -145 | 32 | -113 |
| Result from operating activities | 115,513 | -40,553 | 74,960 |
| Interest income | 10,574 | -2,038 | 8,536 |
| Interest expenses | -35,371 | 16,735 | -18,636 |
| Other finance income | 17,770 | -86 | 17,685 |
| Other finance expenses | -25,208 | 586 | -24,622 |
| Result before income tax and share of result of equity accounted investees | 83,279 | -25,356 | 57,922 |
| Share of result of equity accounted investees (net of income tax) | -428 | 24,936 | 24,509 |
| Income tax expense | -8,507 | 420 | -8,087 |
| Result for the period | 74,344 | 0 | 74,344 |
206 5.2 CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS OF USD)
| DECEMBER 31, 2025 | PROPORTIONATE CONSOLIDATION | DIFFERENCE | EQUITY CONSOLIDATION |
|---|---|---|---|
| Vessels and barges | 759,247 | -398,857 | 360,390 |
| Other property, plant and equipment | 2,898 | -52 | 2,846 |
| Intangible assets | 1,029 | -298 | 730 |
| Right-of-use assets | 37,662 | -29,465 | 8,197 |
| Investments in equity accounted investees | 2,922 | 178,956 | 181,878 |
| Other non-current financial assets | 10,094 | 0 | 10,094 |
| Derivative financial asset | 224 | -224 | 0 |
| Deferred tax assets | 2,558 | 0 | 2,558 |
| Financial assets at FVTPL | 55,268 | 0 | 55,268 |
| Non-current assets | 871,902 | -249,941 | 621,960 |
| Assets held for sale | 8,708 | 0 | 8,708 |
| Derivative financial asset | 67 | 0 | 67 |
| Trade and other receivables | 83,354 | -5,930 | 77,424 |
| Borrowings to equity accounted investees | 143 | -147 | -4 |
| Current tax assets | 8,103 | 0 | 8,103 |
| Restricted cash | 7,132 | 0 | 7,132 |
| Cash and cash equivalents | 207,015 | -27,172 | 179,842 |
| Current assets | 314,521 | -33,249 | 281,271 |
| Total assets | 1,186,422 | -283,191 | 903,232 |
| Equity | 549,113 | 0 | 549,113 |
| Borrowings | 459,886 | -214,888 | 244,998 |
| Other payables & derivatives | 1,493 | -605 | 888 |
| Employee benefits | 554 | 0 | 554 |
| Non-current provisions | 5,398 | -797 | 4,601 |
| Deferred tax liabilities | 0 | 0 | 0 |
| Non-current liabilities | 467,331 | -216,290 | 251,042 |
| Borrowings | 72,042 | -38,867 | 33,175 |
| Derivative financial liabilities | 0 | 0 | 0 |
| Trade and other payables | 94,605 | -28,018 | 66,587 |
| Current tax liability | 3,332 | -16 | 3,316 |
| Current liabilities | 169,979 | -66,901 | 103,078 |
| Total equity and liabilities | 1,186,422 | -283,191 | 903,232 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 207
RECONCILIATION SEGMENT REPORTING 2024 (IN THOUSANDS OF USD)
| FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2024 | PROPORTIONATE CONSOLIDATION | DIFFERENCE | EQUITY CONSOLIDATION |
|---|---|---|---|
| Revenue | 434,893 | -85,982 | 348,911 |
| Gain on disposal | 105,834 | -3,217 | 102,617 |
| Other operating income | 4,328 | -2 | 4,325 |
| Vessel expenses | -181,930 | 18,659 | -163,271 |
| Raw materials and consumables used | -10,441 | 0 | -10,441 |
| General and administrative expenses | -39,988 | 636 | -39,352 |
| Personnel expenses | -44,728 | 8 | -44,719 |
| Depreciations and amortisations | -64,599 | 32,898 | -31,702 |
| Impairment losses and reversals | -2,742 | 0 | -2,742 |
| Loss on disposal | 1 | 0 | 1 |
| Other operating expenses (+/-) | 5,790 | 827 | 6,617 |
| Result from operating activities | 206,419 | -36,174 | 170,245 |
| Interest income | 13,742 | -4,471 | 9,271 |
| Interest expenses | -36,156 | 18,364 | -17,793 |
| Other finance income | 12,304 | -171 | 12,133 |
| Other finance expenses | -6,865 | 180 | -6,685 |
| Result before income tax and share of result of equity accounted investees | 189,443 | -22,272 | 167,171 |
| Share of result of equity accounted investees (net of income tax) | 2,708 | 22,231 | 24,938 |
| Income tax expense | -11,160 | 42 | -11,118 |
| Result for the period | 180,991 | 0 | 180,991 |
208 5.2 CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS OF USD)
| DECEMBER 31, 2024 | PROPORTIONATE CONSOLIDATION | DIFFERENCE | EQUITY CONSOLIDATION |
|---|---|---|---|
| Vessels and barges | 633,325 | -264,751 | 368,575 |
| Other property, plant and equipment | 2,336 | 0 | 2,336 |
| Intangible assets | 288 | -113 | 175 |
| Right-of-use assets | 34,402 | -30,149 | 4,253 |
| Investments in equity accounted investees | 1,082 | 158,605 | 159,687 |
| Other non-current financial assets | 260 | 0 | 260 |
| Derivative financial asset | 2,047 | -1,462 | 586 |
| Deferred tax assets | 4,635 | 0 | 4,635 |
| Financial assets at FVTPL | 61,133 | -112 | 61,021 |
| Non-current assets | 739,508 | -137,980 | 601,528 |
| Assets held for sale | 32,467 | -17,736 | 14,731 |
| Derivative financial asset | 1,072 | 0 | 1,072 |
| Financial assets at FVTPL | -112 | 112 | 0 |
| Trade and other receivables | 137,372 | -13,486 | 123,886 |
| Borrowings to equity accounted investees | 2,311 | -2,263 | 48 |
| Current tax assets | 4,184 | 0 | 4,184 |
| Cash and cash equivalents | 355,025 | -80,288 | 274,737 |
| Current assets | 532,320 | -113,662 | 418,658 |
| Total assets | 1,271,828 | -251,642 | 1,020,186 |
| Equity | 609,626 | 0 | 609,626 |
| Borrowings | 473,494 | -195,700 | 277,794 |
| Other payables & derivatives | 1,266 | -26 | 1,240 |
| Employee benefits | 785 | 0 | 785 |
| Non-current provisions | 19,579 | -291 | 19,289 |
| Deferred tax liabilities | 0 | 0 | 0 |
| Non-current liabilities | 495,125 | -196,016 | 299,109 |
| Borrowings | 79,425 | -40,666 | 38,759 |
| Trade and other payables | 81,205 | -14,953 | 66,252 |
| Current tax liability | 6,447 | -6 | 6,441 |
| Current liabilities | 167,077 | -55,625 | 111,452 |
| Total equity and liabilities | 1,271,828 | -251,642 | 1,020,186 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 209
Note 4 - Revenue
| FOR THE PERIOD ENDED DECEMBER 31, (IN THOUSANDS OF USD) | 2025 | 2024 |
|---|---|---|
| Shipping segment | 50,573 | 53,988 |
| Infrastructure segment - ordinary revenue | 133,366 | 208,183 |
| Supporting services segment - ordinary revenue | 64,202 | 86,740 |
| Revenue | 248,140 | 348,911 |
The decrease in total revenue at the Shipping segment is mainly the result of a decrease of number of vessels in the pressurized fleet. Revenue in the Infrastructure segment decreased in 2025 as a result of the lower revenue from engineering, procurement and construction contracts for the Marine XII project in Congo, partially compensated by increased revenue from engineering projects managed by the Exmar Offshore Company, in Houston. The decrease in revenue at the Supporting services is the combined effect of Bexco NV, leaving the consolidation scope of the Group as of May 2024, lower ship management revenue from O&M services offset by higher revenue from the offshore accommodation barge.Revenue which falls within the scope of IFRS 16 Leasing represented 36.0 % (2024: 29.3%) of total revenue and is situated in the Shipping and Infrastructure segment. Revenue which falls within the scope of IFRS 15 Revenue from contracts with customers represented 64.0 % (2024: 70.7%) of total revenue. Major shipping clients Equinor (ex-Statoil), Nippon Gas Line Co. and SHV Gas Supply and Risk Management represented 61.2% (2024: 55.8%), 10.1% (2024: 0.0%) and 6.8% (2024: 5.8%) respectively of the revenue of the Shipping segment. These three clients contributed 12.5% (2024: 8.6%), 2.1% (2024: 0.0%) and 1.4% (2024: 0.9%) respectively to the EXMAR Group revenue in 2025. In 2025 Nippon Gas Line Co 10.1% of the revenue of the Shipping segment and 2.1% of the EXMAR Group revenue versus 0.0% in 2024. ENI Congo and Gasunie represented 25.9% (2024: 23.5%), and 22.2% (2024: 13.7%) of the revenue of the Infrastructure segment. These two clients represented 13.9% (2024: 14.0%) and 11.9% (2024: 8.2%) of the EXMAR Group revenue in 2025. No other customers represent more than 10.0% of the EXMAR Group revenue in 2025.
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | DECEMBER 31, 2024 |
|---|---|---|
| Trade receivables, included in trade and other receivables (current + non-current) | 59,818 | 94,302 |
| Contract assets, included in trade and other receivables | 15,173 | 15,995 |
| Contract liabilities, included in trade and other payables | 12,495 | 9,061 |
| Contract balances | 87,486 | 119,358 |
The decrease in contract balances in 2025 is resulting from decreased outstanding trade receivable balances related to the engineering and operation and maintenance agreements for TANGO FLNG and EXCALIBUR. The contract assets mainly relate to the Group’s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. The contract liabilities primarily relate to invoices issued in respect of vessel income (prepaid hire) and advances charged for planned services. The contract liabilities at the end of 2024 have been recognized in revenue in 2025.
210 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Gain on disposal
| (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31, 2025 | FOR THE PERIOD ENDED DECEMBER 31, 2024 |
|---|---|---|
| Gain on sale of shares of Export LNG | 0 | 78,000 |
| Gain on sale of shares of Bexco NV | 0 | 20,589 |
| Gain on sale of vessels | 5,451 | 3,991 |
| Other | 2,001 | 37 |
| Gain on disposal | 7,451 | 102,617 |
EXMAR realized in 2024 substantial income resulting from sales of shares:
* During 2022, EXMAR sold 100% of the shares of Export LNG Ltd, the owner of the floating liquefaction unit TANGO FLNG, to ENI. The sales agreement contained a price adjustment clause between plus USD 44.0 million and minus USD 78.0 million, depending on the actual performance of the TANGO FLNG during the first six operational months on site. After successful performance testing in the fourth quarter of 2024, the liability of USD 78 million has been released.
* As a result of the sale of the 100% shares of Bexco on May 21, 2024, EXMAR realized a non-recurring gain of USD 20.6 million.
In 2025 EXMAR delivered three vessels, Debbie, Helane and Anne, to its new owners. The other gains on disposals realized in 2025 mainly relate to historic currency translation reserves, that were recycled into the income statement, following the disposal of its shares Springmarine Nigeria Ltd.
Note 6 - Vessel and engineering project expenses
| (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31, 2025 | FOR THE PERIOD ENDED DECEMBER 31, 2024 |
|---|---|---|
| Vessel expenses crew | -36,043 | -39,472 |
| Vessel expenses maintenance | -32,260 | -96,262 |
| Vessel expenses insurance | -1,715 | -1,928 |
| Vessel expenses other | -661 | 1,193 |
| Project expenses subcontracting & outsourcing services | -16,137 | -15,741 |
| Project expenses withholding tax customer projects | -4,224 | -11,061 |
| Vessel and engineering project expenses | -91,040 | -163,271 |
Vessel expenses are expenses made to operate a vessel and include primarily crew, maintenance, insurance and other related expenses. Vessel expenses exclude depreciations. Engineering project expenses include the expenses incurred to serve customer contracts and include primarily fees from subcontractors, fees for consultants employed on project and withholding taxes on foreign operations. Vessel and engineering project expenses exclude personnel expenses of onshore personnel. The decrease in the vessel and engineering project expenses in 2025 compared to 2024 is mainly the result of the lower expenses in relation to the engineering, procurement and conversion contracts for the TANGO FLNG and EXCALIBUR FSU with completion of conversion works early 2024 and lower number of pressurized vessels.
Note 7 - Purchase of goods
In 2024 EXMAR reports USD 10.4 million of purchases of goods in relation to the rope manufacturing activity at Bexco NV and USD 0 million in 2025. This decrease is a result of Bexco exiting the consolidation scope after the sale of all shares in May 2024.
211 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - General and administrative expenses
| (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31, 2025 | FOR THE PERIOD ENDED DECEMBER 31, 2024 |
|---|---|---|
| Administrative expenses | -32,802 | -34,265 |
| Freight charges | 0 | -817 |
| Non-income based taxes | -1,318 | -1,759 |
| Other expenses | -1,800 | -2,511 |
| General and administrative expenses | -35,920 | -39,352 |
During 2025 administrative expenses decreased mainly due to Bexco exiting the consolidation scope. Administrative expenses are expenses that do not relate to a vessel or a customer project. They include IT-expenses, office expenses, director fees, travel expenses, consultancy fees, outsourced administrative and technical services, insurance fees.
Note 9 - Personnel expenses
| (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31, 2025 | FOR THE PERIOD ENDED DECEMBER 31, 2024 |
|---|---|---|
| Salaries and wages | -40,157 | -38,131 |
| Social security charges | -5,591 | -5,822 |
| Employee benefit, defined benefit and defined contribution plan | -722 | -766 |
| Personnel expenses | -46,470 | -44,719 |
| AT YEAR-END 2025 | AT YEAR-END 2024 | |
|---|---|---|
| Seagoing | 1,099 | 1,219 |
| Staff | 312 | 302 |
| Number of personnel members | 1,411 | 1,521 |
Salaries and wages increased following increased personnel expenses in different locations partially offset by the exit of Bexco (included four first months of 2024). The number of personnel members represents the effective number of personnel members in service per period end (including the seagoing employees of our equity accounted investees). A significant part of EXMAR’s seafarers is employed on the assets held or operated by EXMAR’s equity accounted investees, the related expense is not included in the personnel expenses or crew expenses disclosed above.
Note 10 - Provisions
| (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31, 2025 | FOR THE PERIOD ENDED DECEMBER 31, 2024 |
|---|---|---|
| Provision tax claim - Decrease | 800 | 10,446 |
| Warranty claim - (Increase)/Decrease | 15,233 | -3,551 |
| Other | -66 | -217 |
| Provisions - (Increase)/Decrease | 15,967 | 6,678 |
In 2024 an agreement was reached on the dispute on the former lease arrangement of LNG Carrier EXCEL. As a result, the provision for a total amount of USD 10.4 million was reversed. The increase in warranty claim provision in 2024 for a total of USD 3.6 million corresponds to obligations under the engineering, procurement and construction contracts for the Marine XII project in Congo. In February 2025 the warranty period for the engineering, procurement and construction contracts for the Marine XII project in Congo ended and resulted in the release of USD 15.2 million provision.
212 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 11 - Finance result
| (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31, 2025 | FOR THE PERIOD ENDED DECEMBER 31, 2024 |
|---|---|---|
| Interest income on borrowings to equity accounted investees | 0 | 1,951 |
| Interest income on cash and cash equivalents | 8,536 | 7,320 |
| Interest income | 8,536 | 9,271 |
| Interest expenses on borrowings | -18,060 | -17,183 |
| Amortisation transaction costs | -576 | -610 |
| Interest expenses | -18,636 | -17,793 |
Interest income decreased as a result of lower interest income on borrowings to equity accounted investees. Interest expenses relate to EXMAR’s borrowings as disclosed in Note 26 – Borrowings. The increase of USD 0.8 million is mainly due to EXCALIBUR (CMFL) borrowing that commenced in August 2024, partially compensated by lower interest cost of LPG pressurized borrowings after exercising additional early buy out options in 2025.
| (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31, 2025 | FOR THE PERIOD ENDED DECEMBER 31, 2024 |
|---|---|---|
| Realised exchange gains | 4,664 | 1,146 |
| Unrealised exchange gains | 3,955 | 6,813 |
| Dividend income from non-consolidated companies | 8,122 | 35 |
| Equity securities measured at FVTPL | 13 | 2,965 |
| Fair value gain on financial instruments | -483 | 1,072 |
| Other | 72 | 100 |
| Realised gain on sale of Equity security | 1,343 | 0 |
| Other finance income | 17,685 | 12,133 |
| Realised exchange losses | -4,484 | -1,784 |
| Unrealised exchange losses | -9,183 | -2,006 |
| Equity securities measured at FVTPL | -9,992 | 0 |
| Banking fees | -359 | -261 |
| Other | -603 | -2,635 |
| Other finance expenses | -24,622 | -6,685 |
Other finance income increased with USD 5.6 million to USD 17.7 million and is the result of the dividend income from shares in Vantage Drilling, gain on sale of shares and increased realized foreign exchange gains on EUR-receivable positions, slightly compensated by lower FX-gains on USD-receivables in Belgium and Congo in non-USD entities. Other finance expenses increased substantially with USD 17.9 million in comparison to 2024 with (i) higher realized and unrealized foreign exchange losses on USD-receivables in Belgium and Congo and (ii) the loss from remeasurement of shares in Vantage Drilling and in Ventura at fair value through profit and loss.# 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Income taxes
| FOR THE PERIOD ENDED DECEMBER 31, (IN THOUSANDS OF USD) | 2025 | 2024 |
|---|---|---|
| Taxes current period | -6,457 | -11,093 |
| Prior year adjustments | 445 | -289 |
| Income taxes | -6,012 | -11,402 |
| Deferred income taxes | -2,075 | 284 |
| Income taxes | -8,087 | -11,118 |
RECONCILIATION
| 2025 | 2024 | |
|---|---|---|
| Result before income tax | 82,431 | 192,109 |
| Tax at domestic tax rate -25.00% | -20,608 | -48,027 |
| Tax impact on share of profit of equity accounted investees | 6,220 | 5,617 |
| Increase/decrease resulting from: | ||
| Effects of tax rates in foreign jurisdictions | 4,395 | 25,975 |
| Non-deductible expenses | -390 | -336 |
| Other taxes | 0 | 0 |
| Current year tax losses/ credits for which no deferred tax asset has been recognised | -7,231 | -2,931 |
| Use of tax credits, tax losses carried forward,... for which no DTA was recognised before | 10,725 | 7,554 |
| Unused tax losses under the Belgian tonnage tax regime | -1,440 | -1,920 |
| Tax exempt income | 0 | 2,906 |
| Adjustments in respect of prior years | 242 | 44 |
| Reconciliation of the effective tax rate (1) -9.8% | -8,087 | -5.8% -11,118 |
1 The effective tax rate calculated as tax expense over result before income tax corrected for the share of profit for equity method investees amounts to 7.6% (2024: 6.6%).
Note 13 - Vessels and barges
| (IN THOUSANDS OF USD) | UNDER CONSTRUCTION | SHIPPING | INFRASTRUCTURE | ADVANCE PAYMENTS | TOTAL |
|---|---|---|---|---|---|
| Balance as per January 1, 2024 | 282,443 | 237,130 | 0 | 0 | 519,573 |
| Changes during the financial year | |||||
| Acquisitions | 6,883 | 275 | 0 | 0 | 7,157 |
| Disposals | -24,452 | 0 | 0 | 0 | -24,452 |
| Transfer to assets held for sale | -26,650 | 0 | 0 | 0 | -26,650 |
| Early buy out option | 3,267 | 0 | 0 | 0 | 3,267 |
| Balance as per December 31, 2024 | 241,490 | 237,405 | 0 | 0 | 478,895 |
| Balance as per January 1, 2025 | 241,490 | 237,405 | 0 | 0 | 478,895 |
| Changes during the financial year | |||||
| Acquisitions | 2,062 | 0 | 25,743 | 0 | 27,805 |
| Early buy out option | 1,959 | 0 | 0 | 0 | 1,959 |
| Disposals | 0 | -221 | 0 | 0 | -221 |
| Transfer to assets held for sale | -28,714 | 0 | 0 | 0 | -28,714 |
| Balance as per December 31, 2025 | 216,796 | 237,184 | 25,743 | 0 | 479,723 |
DEPRECIATIONS AND IMPAIRMENT LOSSES
| (IN THOUSANDS OF USD) | UNDER CONSTRUCTION | SHIPPING | INFRASTRUCTURE | TOTAL |
|---|---|---|---|---|
| Balance as per January 1, 2024 | 65,160 | 38,665 | 0 | 103,826 |
| Changes during the financial year | ||||
| Depreciations | 18,592 | 10,201 | 0 | 28,793 |
| Disposals | -10,380 | 0 | 0 | -10,380 |
| Transfer to assets held for sale | -11,918 | 0 | 0 | -11,918 |
| Balance as per December 31, 2024 | 61,454 | 48,866 | 0 | 110,321 |
| Balance as per January 1, 2025 | 61,454 | 48,866 | 0 | 110,321 |
| Changes during the financial year | ||||
| Depreciations | 12,357 | 10,173 | 0 | 22,530 |
| Disposals | 0 | -221 | 0 | -221 |
| Transfer to assets held for sale | -13,297 | 0 | 0 | -13,297 |
| Balance as per December 31, 2025 | 60,514 | 58,818 | 0 | 119,333 |
NET BOOK VALUE
| UNDER CONSTRUCTION | SHIPPING | INFRASTRUCTURE | TOTAL | |
|---|---|---|---|---|
| Net book value as per December 31, 2024 | 180,036 | 188,538 | 0 | 368,575 |
| Balance as per December 31, 2025 | 156,282 | 178,365 | 25,743 | 360,390 |
In 2025, the acquisitions relate to downpayments for three of the four newbuild Suezmax vessels, capitalized dry dock expenses in the Shipping segment and the lifting of the early buy out option for one pressurized vessel. In 2025, three pressurized vessels were sold resulting in a gain of USD 5.5 million (see Note 5 – Gain on disposal). Two pressurized vessels were transferred to asset held for sale in 2025 with one sale finalized in 2025 (with gain included in the gain on disposal in 2025) and a second one with an expected delivery in the first quarter of 2026 (USD 8.7 million). The impact for the two vessels is a decrease of the net book value in the segment Shipping of USD 15.4 million. The vessels are pledged as a security for the related underlying liabilities. We refer to Note 26 - Borrowings for more information in respect of these underlying liabilities.
IMPAIRMENT
For the wholly-owned fleet, internal and external triggers are evaluated which indicate that the carrying value of the fleet should be tested for impairment. The carrying amount of the fleet is compared to the recoverable amount, which is the higher of the fair value less cost to sell and the value in use. The fair value less costs to sell is based upon the average fair market value as determined by two independent ship brokers or recent market transactions of comparable assets. This market value is corrected with an average brokerage commission to be paid when a vessel is sold. The value in use is based upon the estimated future cash flows discounted to their present value and reflecting current market assessments relating to freight rate estimates, employment, and operating expenses. The value in use model also includes assumptions taken amongst others with respect to future hire paid, contract duration and number of months’ interval between two contracts. The operating cash flows are based on internal information and a sensitivity analysis is performed on each assumption. The discounted cash flow model used by management includes estimated cash flows for the remaining lifetime of the wholly owned fleet. Three-year cash flow forecasts are estimated by management based upon the past experience as well as current market expectations regarding volumes and freight rates going forward. Freight rates as well as operating expenses subsequent to this three-year period are expected to change in line with estimated inflation afterwards. The discount rate used is a weighted average cost of capital of 10.7% for the Shipping LPG segment (2024: 11.2%), 8.0% for the Shipping LNG segment (2024: 9.5%) and 10.0% for the Infrastructure segment (2024: 12.2%). For vessels under joint venture ownership, impairment triggers are evaluated in the same way as for the wholly- owned fleet. We refer to Note 16 - Investments in equity accounted investees in this respect. In both 2025 and 2024 EXMAR did not record a change in impairments.
Note 14 - Other property, plant and equipment
| (IN THOUSANDS OF USD) | LAND AND BUILDINGS | MACHINERY AND EQUIPMENT | FURNITURE AND MOVABLES | TOTAL |
|---|---|---|---|---|
| Balance as per January 1, 2024 | 11,982 | 8,190 | 3,632 | 23,804 |
| Changes during the financial year | ||||
| Acquisitions | 149 | 158 | 919 | 1,226 |
| Transfers | 426 | -659 | 190 | -43 |
| Disposals | 0 | 0 | -159 | -159 |
| Out of consolidation Scope | -8,682 | -6,330 | -191 | -15,203 |
| Exchange differences | -223 | -20 | -72 | -314 |
| Balance as per December 31, 2024 | 3,653 | 1,339 | 4,319 | 9,311 |
| Balance as per January 1, 2025 | 3,653 | 1,339 | 4,319 | 9,311 |
| Changes during the financial year | ||||
| Acquisitions | 0 | 159 | 927 | 1,085 |
| Transfers | 0 | -32 | -33 | -65 |
| Disposals | 0 | -4 | -822 | -826 |
| Out of consolidation Scope | 0 | 0 | -52 | -52 |
| Exchange differences | 479 | 16 | 133 | 627 |
| Balance as per December 31, 2025 | 4,131 | 1,477 | 4,471 | 10,080 |
DEPRECIATIONS AND IMPAIRMENT LOSSES
| LAND AND BUILDINGS | MACHINERY AND EQUIPMENT | FURNITURE AND MOVABLES | TOTAL | |
|---|---|---|---|---|
| Balance as per January 1, 2024 | 3,600 | 1,594 | 2,640 | 7,834 |
| Changes during the financial year | ||||
| Depreciations | 135 | 407 | 242 | 784 |
| Transfers | 0 | -41 | 28 | -14 |
| Disposals | 0 | 0 | -45 | -45 |
| Out of consolidation Scope | -397 | -852 | -73 | -1,322 |
| Exchange differences | -197 | -6 | -59 | -262 |
| Balance as per December 31, 2024 | 3,140 | 1,102 | 2,733 | 6,975 |
| Balance as per January 1, 2025 | 3,140 | 1,102 | 2,733 | 6,975 |
| Changes during the financial year | ||||
| Depreciations | 30 | 111 | 464 | 605 |
| Transfers | 0 | 0 | 0 | 0 |
| Disposals | 0 | -4 | -822 | -826 |
| Out of consolidation Scope | 0 | 0 | -52 | -52 |
| Exchange differences | 413 | 14 | 106 | 533 |
| Balance as per December 31, 2025 | 3,583 | 1,223 | 2,428 | 7,234 |
NET BOOK VALUE
| LAND AND BUILDINGS | MACHINERY AND EQUIPMENT | FURNITURE AND MOVABLES | TOTAL | |
|---|---|---|---|---|
| Net book value as per December 31, 2024 | 512 | 238 | 1,586 | 2,336 |
| Balance as per December 31, 2025 | 548 | 254 | 2,043 | 2,846 |
The main event in 2024 impacting the net book value of other property plant and equipment with USD 13.9 million is the sale of Bexco with effective date April 30, 2024. In 2025 acquisitions count for USD 1.1 million and relate mainly to furniture.
Note 15 - Right-of-use assets
The Group has initially applied IFRS 16 from January 1, 2019. IFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments (we refer to Note 26 - Borrowings in respect of right-of-use lease liabilities).
| (IN THOUSANDS OF USD) | IT AND PROPERTY | AIRPLANE | TOTAL |
|---|---|---|---|
| Balance as per January 1, 2024 | 14,214 | 821 | 15,033 |
| Changes during the financial year | |||
| Additions | 235 | 93 | 329 |
| Increase/(Decrease) through business combinations | -4,748 | 0 | -4,748 |
| Terminations | -174 | 0 | -174 |
| Exchange differences | -390 | -10 | -400 |
| Contract re-measurement/contract modification | 1,250 | 36 | 1,286 |
| Balance as per December 31, 2024 | 10,388 | 940 | 11,326 |
| Balance as per January 1, 2025 | 10,388 | 940 | 11,326 |
| Changes during the financial year | |||
| Additions | 248 | 6,522 | 6,770 |
| Terminations | -210 | 0 | -210 |
| Exchange differences | -4 | -1 | -6 |
| Balance as per December 31, 2025 | 10,421 | 7,461 | 17,881 |
DEPRECIATIONS AND IMPAIRMENT LOSSES
| IT AND PROPERTY | AIRPLANE | TOTAL | |
|---|---|---|---|
| Balance as per January 1, 2024 | 5,062 | 311 | 5,373 |
| Changes during the financial year | |||
| Depreciations | 1,779 | 189 | 1,968 |
| Terminations | -174 | 0 | -174 |
| Exchange differences | -91 | -3 | -94 |
| Balance as per December 31, 2024 | 6,576 | 498 | 7,074 |
| Balance as per January 1, 2025 | 6,576 | 498 | 7,074 |
| Changes during the financial year | |||
| Depreciations | 1,815 | 1,065 | 2,880 |
| Terminations | -209 | 0 | -209 |
| Exchange differences | -59 | -1 | -60 |
| Balance as per December 31, 2025 | 8,122 | 1,562 | 9,685 |
NET BOOK VALUE
| IT AND PROPERTY | AIRPLANE | TOTAL | |
|---|---|---|---|
| Net book value as per December 31, 2024 | 3,812 | 442 | 4,252 |
| Net book value as per December 31, 2025 | 2,298 | 5,898 | 8,197 |
The increase in the net book value of the right-of-use assets is mainly due to the investment in a time charter for an air plane.218 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 16 - Investments in equity accounted investees
The change in investments in equity accounted investees can be detailed as follows:
| (IN THOUSANDS OF USD) | 2025 | 2024 |
|---|---|---|
| Balance as per January 1 | 159,689 | 135,388 |
| Changes during the period: | ||
| Share in profit/(loss) | 24,784 | 25,798 |
| Changes in other comprehensive income equity accounted investees | -1,462 | 606 |
| Netting negative equity and impairment | -11 | -207 |
| Dividends | -1,595 | -1,769 |
| Exchange differences | 473 | -14 |
| Other | 0 | -113 |
| Balance as per December 31 | 181,878 | 159,689 |
The share in the profit of equity accounted investees of USD 24.8 million in 2025 is due to the contribution of the joint venture with SEAPEAK LPG. EXMAR has provided guarantees to financial institutions that granted credit facilities to its equity accounted investees. As of December 31, 2025 an amount of USD 438.7 million (December 2024: USD 381.4 million) was outstanding under such loan agreements, of which EXMAR has guaranteed USD 219.4 million (December 2024: USD 190.7 million). EXMAR did not incur material contingent liabilities versus its equity accounted investees. No other commitments than the aforementioned guarantees are provided by EXMAR to its equity accounted investees.
Following regulatory requirements or borrowing arrangements, our joint ventures or associates may be restricted to make cash distributions such as dividend payments or repayments of shareholder loans. Under the borrowing arrangements our joint ventures or associates may only make a distribution if no event of default or no breach of any covenant would result from such distribution. Under corporate law, dividend distributions are restricted if the net assets would be less than the amount of paid up capital plus any reserves that cannot be distributed.
For the fleet under joint-venture ownership, impairment triggers are evaluated in the same way as for the wholly-owned fleet. We refer to Note 13 - Vessels and barges for more information in this respect. There were no changes of impairment losses on the vessels recorded in the profit of the equity accounted investees.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 219
Note 17 - Financial information equity accounted investees
EXMAR has the following assets and liabilities towards its equity accounted investees:
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | DECEMBER 31, 2024 |
|---|---|---|
| Investments in equity accounted investees: | ||
| Joint ventures | 178,961 | 156,643 |
| Associates | 2,917 | 3,046 |
| Borrowings to equity accounted investees: | ||
| Long term - Gross | 2,057 | 2,037 |
| Impairment | -2,057 | -2,037 |
| Short-term (or current portion of long-term) - Gross | 0 | 700 |
| Short-term (or current portion of long-term) - Impairment | 0 | -652 |
| Trade and other receivables (see also Note 33 - Related parties) | ||
| Gross balance | 13,751 | 8,277 |
| Impairment | -7,214 | -6,844 |
| Trade and other payables (see also Note 33 - Related parties) | -1,366 | 0 |
| Total | 187,048 | 161,170 |
The investments at year-end 2025 can be detailed as follows:
| JOINT VENTURES | SEGMENT | JV PARTNER | DESCRIPTION | ACTIVITIES |
|---|---|---|---|---|
| Estrela Ltd | Infrastructure | ASS | Owner of the accommodation barge NUNCE | |
| EXMAR LPG BV | Shipping | SEAPEAK | Holding company for EXMAR-Seapeak activities | |
| EXMAR Shipping BV | Shipping | SEAPEAK | Owner of 15 midsize carriers, of which four carriers under finance lease and 1 VLGC under finance lease | |
| Monteriggioni Inc | Shipping | MOL | Owner of the LNG carrier EXCEL which was sold during 2017 - inactive company | |
| EXMAR LPG France | Shipping | SEAPEAK | Owner of various newbuilds of the midsize gas segment (remaining vessels under construction will be delivered in the period 2026-2027). | |
| Exmar France Crewing SAS | Shipping | SEAPEAK | New company created in 2025, with main activity crew management |
| ASSOCIATES | SEGMENT | OWNERSHIP% | DESCRIPTION | ACTIVITIES |
|---|---|---|---|---|
| Ecos Srl | Supporting services | 33.30% | Ship Management and operational services | |
| Marpos NV | Supporting services | 45.00% | Provides waste solutions for maritime industry | |
| Electra Offshore Ltd | Infrastructure | 40.00% | Former owner of the accommodation barge WARIBOKO | |
| Exview Hong Kong Ltd | Infrastructure | 40.00% | Former bareboat owner of the accommodation barge WARIBOKO |
The Group incorporated the joint ventures EXMAR LPG France in 2024, and EXMAR France Crewing SAS in 2025 with its joint venture partner SEAPEAK. In 2025, the Group increased the impairment of the trade and other receivables on its equity accounted investees, Exview Hong Kong Ltd and Electra Offshore Ltd, by USD 0.3 million.
220 5.2 CONSOLIDATED FINANCIAL STATEMENTS
| (IN THOUSANDS OF USD) | JOINT VENTURES | ASSOCIATES | |||||
|---|---|---|---|---|---|---|---|
| JV partner | Seapeak | Seapeak | MOL | ASS | ASS | ASS | |
| Ownership percentage | 50% | 50% | 50% | 33% | 45% | 40% | |
| ENTITY | SEAPEAK | MONTE-RIGGIONI | ESTRELA LTD | ECOS | MARPOS | WARIBOKO | TOTAL COMPANIES |
| Non current assets | 861,865 | 0 | 6,037 | 330 | 419 | 3,464 | 872,114 |
| Current assets | 72,348 | 27 | 5,680 | 904 | 1,695 | 8,868 | 89,523 |
| of which cash and cash equivalents | 50,729 | 0 | 3,615 | 1,304 | 1,232 | 1,499 | 58,380 |
| Non current liabilities | 749,392 | 0 | 0 | -6 | 0 | 10,810 | 760,196 |
| of which bank borrowings | 392,508 | 0 | 0 | 0 | 0 | 0 | 392,508 |
| of which finance leases | 37,268 | 0 | 0 | -6 | 0 | 0 | 37,262 |
| of which other borrowings | 0 | 0 | 0 | 0 | 0 | 4,715 | 4,715 |
| Current liabilities | 143,884 | 0 | 1,476 | 875 | 536 | 17,033 | 163,803 |
| of which bank borrowings | 36,582 | 0 | 0 | 0 | 0 | 0 | 36,582 |
| of which finance leases | 41,217 | 0 | 0 | 6 | 0 | 0 | 41,222 |
| of which other borrowings | 0 | 0 | 0 | 0 | 0 | 1,957 | 1,957 |
| Revenue | 195,808 | 0 | 9,125 | 756 | 2,602 | 0 | 208,291 |
| Depreciation and amortization | -70,374 | 0 | -1,751 | -14 | -84 | 0 | -72,223 |
| Impairment (reversal) | -192 | 0 | 0 | 0 | 0 | -3,746 | -3,938 |
| Interest income | 5,399 | 8 | 0 | 0 | 0 | 0 | 5,407 |
| Interest expense | -34,814 | 0 | 0 | -3 | -4 | 0 | -34,821 |
| Income tax expense | -840 | 0 | 0 | -122 | -171 | -651 | -1,784 |
| Profit or (loss) from continuing operations | 49,941 | -528 | 469 | 93 | 497 | 961 | 51,434 |
| Other comprehensive income | -2,923 | 0 | 0 | 0 | 0 | 0 | -2,923 |
| Total comprehensive income | 47,018 | -528 | 469 | 93 | 497 | 961 | 48,511 |
| Net assets (100%) | 347,644 | 27 | 10,241 | 366 | 1,579 | -9,416 | 350,440 |
| EXMAR share in net assets | 173,822 | 14 | 5,120 | 122 | 710 | -3,767 | 176,022 |
| Share in net assets of equity accounted investees on January 1, 2025 | 150,313 | 0 | 6,330 | 14 | 561 | -3,732 | 153,486 |
| Netting negative equity and impairment on January 1, 2025 | 0 | 0 | 0 | 0 | 0 | 6,203 | 6,203 |
| Share in net assets of equity accounted investees on January 1, 2025 | 150,313 | 0 | 6,330 | 14 | 561 | 2,471 | 159,689 |
| Share in total comprehensive income | 23,504 | -264 | 235 | 31 | 224 | -408 | 23,321 |
| Dividends | 0 | 0 | -1,444 | 0 | -151 | 0 | -1,595 |
| Foreign currency translation differences | 23 | 0 | 0 | 0 | 77 | 374 | 474 |
| Netting negative equity and impairment in the year 2025 | 0 | 264 | 0 | 0 | -275 | -11 | |
| Share in net assets of equity accounted investees on December 31, 2025, after netting negative equity | 173,840 | 0 | 5,120 | 45 | 710 | 2,162 | 181,877 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 221
| (IN THOUSANDS OF USD) | JOINT VENTURES | ASSOCIATES | |||||
|---|---|---|---|---|---|---|---|
| JV partner | Seapeak | Seapeak | MOL | ASS | ASS | ASS | |
| Ownership percentage | 50% | 50% | 50% | 33% | 45% | 40% | |
| ENTITY | SEAPEAK | MONTE-RIGGIONI | ESTRELA LTD | ECOS | MARPOS | WARIBOKO | TOTAL COMPANIES |
| Non current assets | 663,932 | 0 | 7,788 | 237 | 380 | -2,720 | 669,617 |
| Current assets | 127,716 | 155 | 6,484 | 19,789 | 1,240 | 15,052 | 170,436 |
| of which cash and cash equivalents | 143,216 | 155 | 5,319 | -191 | 896 | 1,591 | 150,986 |
| Non current liabilities | 519,302 | 0 | 0 | -2 | 0 | 14,215 | 533,515 |
| of which bank borrowings | 357,828 | 0 | 0 | 0 | 0 | 0 | 357,828 |
| of which finance leases | 33,572 | 0 | 0 | -2 | 0 | 0 | 33,570 |
| of which other borrowings | 0 | 0 | 0 | 0 | 0 | 4,715 | 4,715 |
| Current liabilities | 175,423 | 1,460 | 1,611 | 19,728 | 373 | 20,414 | 219,009 |
| of which bank borrowings | 31,230 | 0 | 0 | 0 | 0 | 0 | 31,230 |
| of which finance leases | 48,999 | 0 | 0 | -3 | 0 | 0 | 48,996 |
| of which other borrowings | 0 | 0 | 0 | 0 | 0 | 1,957 | 1,957 |
| Revenue | 173,170 | 0 | 10,248 | 2,138 | 2,478 | 0 | 188,034 |
| Depreciation and amortization | 64,039 | 0 | 1,756 | 13 | 88 | 4 | 65,900 |
| Interest income | 9,269 | 177 | 0 | 0 | 0 | 295 | 9,741 |
| Interest expense | 37,232 | 0 | 0 | 3 | 6 | 899 | 38,140 |
| Income tax expense | 84 | 0 | 0 | 136 | 164 | 0 | 384 |
| Profit or (loss) from continuing operations | 44,179 | -1,343 | 1,657 | 69 | 475 | 8,326 | 53,363 |
| Other comprehensive income | 1,212 | 0 | 0 | 0 | 0 | 0 | 1,212 |
| Total comprehensive income | 45,391 | -1,343 | 1,657 | 69 | 475 | 8,326 | 54,575 |
| Net assets (100%) | 300,622 | -1,305 | 12,661 | 300 | 1,247 | -12,797 | 300,728 |
| EXMAR share in net assets | 150,311 | -653 | 6,331 | 100 | 561 | -5,119 | 151,531 |
| Share in net assets of equity accounted investees on January 1, 2024 | 127,634 | 19 | 7,123 | 84 | 528 | -7,063 | 128,325 |
| Netting negative equity and impairment on January 1, 2024 | 0 | 0 | 0 | 0 | 0 | 7,063 | 7,063 |
| Share in net assets of equity accounted investees on January 1, 2024, after netting negative equity | 127,634 | 19 | 7,123 | 84 | 528 | 0 | 135,388 |
| Share in total comprehensive income | 22,680 | -672 | 829 | 23 | 214 | 3,330 | 26,404 |
| Dividends | 0 | 0 | -1,623 | 0 | -146 | 0 | -1,769 |
| Foreign currency translation differences | 0 | 0 | 1 | 20 | -35 | 0 | -14 |
| Other | 0 | 0 | 0 | -113 | 0 | 0 | -113 |
| Netting negative equity and impairment in the year 2024 | 0 | 653 | 0 | 0 | 0 | -860 | -207 |
| Share in net assets of equity accounted investees on December 31, 2024, after netting negative equity | 150,313 | 0 | 6,330 | 14 | 561 | 2,471 | 159,689 |
222 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 18 - Borrowings to equity accounted investees
| (IN THOUSANDS OF USD) | SHIPPING | INFRASTRUCTURE | SUPPORTING SERVICES | TOTAL |
|---|---|---|---|---|
| As per January 1, 2024 | 0 | 11,597 | 0 | 11,597 |
| New loans and borrowings | 700 | 0 | 0 | 700 |
| Elimination after share deal | 0 | 0 | 0 | 0 |
| Accrued interest | 0 | 899 | 0 | 899 |
| Repayments | 0 | -12,500 | 0 | -12,500 |
| Netting negative equity and impairment | -652 | 0 | 0 | -652 |
| Foreign currency translation differences | 0 | 4 | 0 | 4 |
| Repayments | 0 | 0 | 0 | 0 |
| Write-off | 0 | 0 | 0 | 0 |
| Change in allocated negative net assets | 0 | 0 | 0 | 0 |
| As per December 31, 2024 | 48 | 0 | 0 | 48 |
| More than 1 year | 0 | 0 | 0 | 0 |
| Less than 1 year | 48 | 0 | 0 | 48 |
| Gross | 2,737 | 0 | 0 | 2,737 |
| Impairment | -2,689 | 0 | 0 | -2,689 |
| As per January 1, 2025 | 48 | 0 | 0 | 48 |
| New loans and borrowings | 230 | 0 | 0 | 230 |
| Converted into capital | -930 | 0 | 0 | -930 |
| Accrued interest | 267 | 0 | 0 | 267 |
| Repayments | -267 | 0 | 0 | -267 |
| Netting negative equity and impairment | 652 | 0 | 0 | 652 |
| Foreign currency translation differences | 0 | 0 | 0 | 0 |
| As per December 31, 2025 | 0 | 0 | 0 | 0 |
| More than 1 year | 0 | 0 | 0 | 0 |
| Less than 1 year | 0 | 0 | 0 | 0 |
| Gross | 2,057 | 0 | 0 | 2,057 |
| Impairment | -2,057 | 0 | 0 | -2,057 |
The activities and assets of certain of our equity accounted investees are financed through shareholder borrowings made by the Company to the respective equity accounted investees.Such borrowings granted are in substance part of the net investment in an associate or joint venture and any expected credit losses are accounted for before allocating negative net assets. During 2024, EXMAR obtained reimbursement of a borrowing for USD 12.5 million.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 223
Note 19 - Tax assets and liabilities
CURRENT TAX ASSETS AND LIABILITIES (IN THOUSANDS OF USD)
| DECEMBER 31 | 2025 | 2024 |
|---|---|---|
| Current tax assets | 8,103 | 4,184 |
| Current tax liabilities | 3,316 | 6,441 |
DEFERRED TAX ASSETS AND LIABILITIES
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 ASSETS | DECEMBER 31, 2025 LIABILITIES | DECEMBER 31, 2024 ASSETS | DECEMBER 31, 2024 LIABILITIES |
|---|---|---|---|---|
| Other tangible assets | 1,458 | 0 | 4,212 | 0 |
| Employee benefits | 0 | 0 | 131 | 0 |
| Tax losses / timing differences | 4,286 | 0 | 423 | 0 |
| Deferred tax assets / liabilities | 5,744 | 0 | 4,766 | 0 |
| Set off of tax assets/ liabilities | 0 | 0 | 0 | 0 |
| Tax assets not recognised | -3,186 | 0 | -131 | 0 |
| Deferred tax assets and liabilities recognized | 2,558 | 0 | 4,635 | 0 |
| Deductible temporary differences | 0 | 131 | - | - |
| Unused tax losses and investment tax credits | 73,694 | 57,818 | - | - |
| Deferred tax assets/ liabilities not recognised | 73,694 | 0 | 57,949 | 0 |
The deferred tax assets for the years 2025 and 2024 are mainly driven by the recognition at Group level of the deferred tax balances in Exmar Offshore Cy due to timing differences. Our equity accounted investees have limited temporary differences. Deferred tax assets on tax losses at our joint ventures and equity accounted investees amounted to USD 0.5 million end 2025 (2024: USD 0.7 million) for their share, but have not been recognized. Amounts have not been included in the above overview.
Tax assets are not recognised if it is not probable that future taxable profits will be available against which the group can use the benefits therefrom or because the future taxable profits cannot be measured on a reliable basis. The majority of the tax losses and investment tax credits do not expire in time.
Note 20 - Other non-current financial assets
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | DECEMBER 31, 2024 |
|---|---|---|
| Ocean Yield AS | 4,000 | 0 |
| DOF Group AS | 1,000 | 0 |
| International Seaways | 2,500 | 0 |
| HMH Holding | 1,800 | 0 |
| Other | 794 | 260 |
| Other non-current financial assets | 10,094 | 260 |
The other non-current financial assets include unsecured bonds acquired in 2025.
224 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 21 - Financial Assets at FVTPL
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | DECEMBER 31, 2024 |
|---|---|---|
| Quoted shares | 50,877 | 60,259 |
| Unquoted shares | 4,391 | 762 |
| Financial Assets - FVTPL | 55,268 | 61,021 |
The quoted shares include :
▪ 1,605,833 shares of Vantage Drilling International Ltd. (Vantage), representing approximately 12.3% of total shares in Vantage. Vantage is listed on the Oslo stock exchange (‘VDI’) and valued USD 35.7 million at December 31, 2025 (USD 40.9 million at December 31, 2024).
▪ 116,338 shares of Frontera Energy Corporation, traded on the Toronto Stock Exchange (‘FEC’), valued USD 0.5 million on December 31, 2025 (December 31, 2024: USD 0.7 million).
▪ 7,825,837 shares of Ventura Offshore Holding Ltd., listed on the Oslo stock exchange (‘VTURA’) and valued USD 14.7 million at December 31, 2025 (18.6 million at December 31, 2024).
The unquoted shares include:
▪ 149 shares of Sibelco, valued USD 1.0 million at December 31, 2025
▪ seven smaller investments in investment funds and companies for a total amount of USD 3.4 million at December 31, 2025.
Note 22 - Trade and other receivables
| (IN THOUSANDS OF USD) | 2025 | 2024 |
|---|---|---|
| Trade receivables (including contract assets) - Gross | 71,527 | 121,668 |
| Impairment trade receivables | -11,709 | -11,106 |
| Cash guarantees | 448 | 179 |
| Other receivables | 12,208 | 8,886 |
| Deferred charges and accrued income | 4,946 | 4,259 |
| Balance as per December 31 | 77,420 | 123,886 |
| Of which financial assets | 69,498 | 116,824 |
The decrease in the trade and other receivables in 2025 is primarily the result of lower outstanding receivables in the Congo branch mainly related to engineering, maintenance and operations services for the Marine XII project. The contract assets (see. Note 4 - Revenue) included in the table above amounted to USD 15.0 million for the period ended December 31, 2025 (December 2024: USD 16.0 million). Deferred charges comprise expenses already invoiced relating to the next accounting year, e.g. hire, insurances, commissions, bunkers, prepaid credit facility costs. Accrued income comprises un-invoiced revenue related to the current accounting period such as interests.
Note 23 - Restricted cash and cash and cash equivalents
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | DECEMBER 31, 2024 |
|---|---|---|
| Restricted cash | 7,132 | 0 |
| Bank | 119,417 | 114,142 |
| Cash in hand | 12 | 10 |
| Short-term deposits | 60,414 | 160,585 |
| Net cash and cash equivalents | 179,842 | 274,737 |
The restricted cash is a contract security obtained from the customer in relation to a FSRU-project in Colombia. We refer to the consolidated statement of cash flows for a detailed analysis of the cash movements.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 225
Note 24 - Share capital and reserves
SHARE CAPITAL AND SHARE PREMIUM
| NUMBER OF ORDINARY SHARES | 2025 | 2024 |
|---|---|---|
| Issued shares as per January 1 | 59,500,000 | 59,500,000 |
| Capital increase | 21,972,210 | 0 |
| Issued shares as per December 31 - paid in full | 81,472,210 | 59,500,000 |
The issued shares have no nominal value. The holders of ordinary shares are entitled to dividends and are entitled to one vote per share during the General Meeting of Shareholders of the Company. As authorized by the Extraordinary General Meeting held on May 20, 2025, the Board of Directors of EXMAR may, for a period of five years expiring in June 2030, within certain legal limits and conditions, increase the capital of EXMAR NV by a maximum amount of USD 12.0 million. On August 28, 2025 EXMAR NV completed a capital increase of EUR 160,565,660 EUR (USD 186.1 million) with issue of 21,972,210 new shares, resulting from the contribution of dividend rights to EXMAR’s capital by 97.91% of its shareholders.
DIVIDENDS
With respect to financial year 2025, the Board of Directors proposes a gross dividend of EUR 0.27 per share to be paid to owners of ordinary shares. This dividend is subject to approval by the General Meeting of Shareholders of May 19, 2026 and has therefore not been included as a liability in EXMAR’s consolidated financial statements prepared under IFRS. The financial year 2025 dividend, based on the number of shares issued, is EUR 21.5 million or a total gross dividend of USD 25.2 million.
TREASURY SHARES
The reserve for treasury shares comprises the cost of the Company’s shares held by the Group.
| 2025 | 2024 | |
|---|---|---|
| Number of treasury shares held as of December 31 | 1,956,013 | 1,956,013 |
| Book value of treasury shares held (in thousands USD) | 38,160 | 38,160 |
| Average cost price per share (in EUR) - historical value | 14.1507 | 14.1507 |
TRANSLATION RESERVE
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of Group’s subsidiaries which have a functional currency different than the USD reporting currency and the direct recognition of the translation of the net intra group investment in a foreign operation (expressed in Argentinian peso) which is since 2022 recorded in Other comprehensive income. The balance in the translation reserve is mainly impacted by the appreciation or depreciation of the EUR and XAF to the USD.
HEDGING RESERVE
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to the hedged transactions that have not yet occurred. Interest rate swap (IRS) contracts have been closed to cover the exposure on variable interest rates (see Note 29).
226 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 25 - Earnings per share
| FOR THE 12 MONTHS ENDED | 2025 | 2024 |
|---|---|---|
| Result for the period, attributable to owners of the Company (in thousands USD) | 74,344 | 180,471 |
| Issued ordinary shares as per December 31 | 81,472,210 | 59,500,000 |
| Effect of treasury shares | -1,956,013 | -1,956,013 |
| Weighted average number of ordinary shares as per December 31 | 64,868,057 | 57,543,987 |
| Basic earnings per share in USD | 1.15 | 3.15 |
| 2025 | 2024 | |
|---|---|---|
| Result for the period, attributable to owners of the Company (in thousands USD) | 74,344 | 180,471 |
| Weighted average number of ordinary shares as per December 31 | 64,868,057 | 57,543,987 |
| Dilution effect of share based compensation | 0 | 5,804 |
| Weighted average number of ordinary shares including options | 64,868,057 | 57,549,791 |
| Diluted earnings per share in USD | 1.15 | 3.14 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 227
Note 26 - Borrowings
| (IN THOUSANDS OF USD) | BANK LOANS | OTHER LOANS | LEASE LIABILITIES ROU ASSETS | TOTAL |
|---|---|---|---|---|
| As of 1 January 2024 | 247,626 | 8,664 | 9,022 | 265,311 |
| New loans and borrowings | 100,500 | -0 | 384 | 100,884 |
| Derecognition upon sale of shares | -3,513 | 0 | -4,000 | -7,513 |
| Repayments | -36,297 | -5,766 | -1,814 | -43,878 |
| Paid transaction cost | -1,060 | 0 | 0 | -1,060 |
| Amortized transaction costs | 590 | 20 | 0 | 610 |
| Exchange differences | -61 | -0 | -394 | -456 |
| Accrued interest payable | 1,285 | 81 | 0 | 1,366 |
| Contract re-measurement/ contract modification | 0 | 0 | 1,287 | 1,287 |
| As of 31 December 2024 | 309,070 | 2,998 | 4,484 | 316,552 |
| More than 1 year | 272,269 | 2,998 | 2,527 | 277,794 |
| Less than 1 year | 36,801 | 0 | 1,957 | 38,759 |
| As of 31 December 2024 | 309,070 | 2,998 | 4,484 | 316,552 |
| Shipping segment | 130,873 | 2,998 | 394 | 134,265 |
| Infrastructure segment | 178,197 | 0 | 2,554 | 180,751 |
| Supporting services segment | 0 | 0 | 1,537 | 1,537 |
| As of 31 December 2024 | 309,070 | 2,998 | 4,484 | 316,552 |
| As of 1 January 2025 | 309,070 | 2,998 | 4,484 | 316,552 |
| New loans | 0 | 0 | 6,770 | 6,770 |
| Repayments | -40,837 | 0 | -6,827 | -47,663 |
| Transfers | 4,957 | -2,998 | 0 | 1,959 |
| Amortized transaction costs | 576 | 0 | 0 | 576 |
| Exchange differences | 0 | 0 | 349 | 349 |
| Accrued interest payable | -375 | 6 | 0 | -369 |
| As of 31 December 2025 | 273,392 | 6 | 4,775 | 278,173 |
| More than 1 year | 242,151 | 0 | 2,847 | 244,998 |
| Less than 1 year | 31,240 | 6 | 1,928 | 33,175 |
| As of 31 December 2025 | 273,392 | 6 | 4,775 | 278,173 |
| Shipping segment | 117,521 | 6 | 123 | 117,650 |
| Infrastructure segment | 155,871 | 0 | 1,743 | 157,613 |
| Supporting services segment | 0 | 0 | 2,910 | 2,910 |
| As of 31 December 2025 | 273,392 | 6 | 4,775 | 278,173 |
5.2 CONSOLIDATED FINANCIAL# BANK LOANS
The bank loans mainly relate to:
FLANDERS INNOVATION & FLANDERS PIONEER – USD 117.5 million (December 2024: USD 123.7 million)
In 2021, the Group obtained USD 144.0 million financing for the two VLGC’s: FLANDERS INNOVATION (USD 72.0 million) and FLANDERS PIONEER (also USD 72.0 million) maturing in fifteen years. The weighted average interest rate implicit in these loans amounts to 5.62%. EXMAR NV has guaranteed the underlying obligations.
LPG pressurized facilities - USD 0 million (December 2024: USD 5.6 million)
In the last quarter of 2018 and in April 2019, EXMAR refinanced respectively six and four of its LPG pressurized fleet vessels through a JOLCO (Japanese Operating Lease with Call Option) structure. The loans are repayable in quarterly tranches and the applicable interest percentage amounts to three-month SOFR plus 2.4%. The last repayment that was foreseen in December 2025 has been executed as scheduled.
EEMSHAVEN - USD 68.1 million (December 2024: USD 81.2 million)
End 2023 EXMAR Energy Netherlands BV (a 100% subsidiary of EXMAR NV) signed a facility agreement of USD 96 million with ABN AMRO Bank N.V., Belfius Bank NV/SA, BNP PARIBAS FORTIS NV/SA and KBC BANK NV for the financing of FSRU EEMSHAVEN and maturing August 16, 2027. The facility agreement has an interest rate of SOFR 3 months plus 2.16%. The facility agreement is repayable in seven semi-annually tranches and a balloon at termination date. All obligations of the borrower are guaranteed by EXMAR NV (“guarantor”).
EXCALIBUR - USD 87.8 million (December 2024: USD 96.9 million)
On July 29, 2024 EXMAR Export Netherlands BV (a 100% subsidiary of EXMAR NV) signed a Bareboat Charter agreement of USD 100.5 million with Ocean Offshore 2401 Ltd, for the financing of EXCALIBUR, maturing February 20, 2034. The agreement has an interest rate of SOFR 3 months plus 2.20%. The agreement is repayable in thirty-eight quarterly tranches and a balloon at termination date. The obligations of the borrower are initially guaranteed by EXMAR Energy Hong Kong Ltd and EXMAR NV is the standby guarantor.
OTHER LOANS
Pressurized fleet - USD 0 million (December 2024: USD 3.0 million)
At December 31 2024, the outstanding balance amounts to USD 3.0 million and related to one vessel. Management exercised the purchase options of the remaining vessel at the end of the lease.
AVAILABLE CREDIT FACILITIES
In 2025 EXMAR obtained EUR 80.0 million revolving credit facility from a Belgian financial institution with maturity date August 29, 2029 and an interest rate of EURIBOR 3 months plus 1.425%. EXMAR did not draw upon this facility per end 2025.
Other information
EXMAR Shipping BV
On December 16, 2022 EXMAR Shipping BV, a major equity accounted investee, signed a senior sustainability linked facility with a consortium of banks. On October 23, 2024 the parties agreed on an amount of USD 381.4 million as revolving credit facility and the expiry date was extended. The loan matures on December 16, 2029. As at December 31, 2025, EXMAR Shipping BV had drawn USD 299.5 million of the revolving credit facility.
EXMAR LPG France SAS
On October 24, 2024 EXMAR LPG France SAS, a major equity accounted investee, signed a bareboat charter agreement by way of a French tax lease for its 6 new build vessels (delivery between January 2025 and January 2027) with a consortium of banks. Total amount agreed will be around USD 240.0 million. Two newbuild vessels were delivered in 2025. The future cash outflows have been considered in the determination of the carrying value of the vessels.
In 2025 EXMAR LPG France SAS signed a second bareboat charter agreement by way of a French tax lease for 4 new build vessels (delivery between January 2026 and December 2026) with a consortium of banks. Total amount agreed will be around USD 168.0 million. As at December 31, 2025, EXMAR LPG France SAS had drawn an amount of USD 99.2 million under the facilities.
In general, the borrowings held by EXMAR and its equity accounted investees are secured by a mortgage on the underlying assets owned by EXMAR and its equity accounted investees. Furthermore, different pledges and other types of guarantees exist to secure the borrowings.
Covenants
Different debt covenants exist that require compliance with certain financial ratios. These ratios are calculated semi-annually based on EXMAR’s consolidated figures in which equity accounted investees are not accounted for under IFRS 11 but still on a proportionate basis (similar to accounting policies used for segment reporting purposes). We refer to the table below for an overview of the applicable covenants.
| APPLICABLE COVENANTS | RATIO | CREDIT FACILITIES (1) | ACTUAL DECEMBER 31, 2025 (2) | ACTUAL DECEMBER 31, 2024 (2) |
|---|---|---|---|---|
| Minimum free cash | ≥ USD 20 million | USD 214.1 million | USD 355.0 million | |
| Working capital | min positive | USD 310.6 million | USD 444.7 million | |
| Net financial indebtedness ratio | < 70% | 35.06% | 23.42% | |
| Outstanding loan amount (in thousands of USD) | 67,552 |
1 Relates to the EEMSHAVEN credit facility and Revolving credit facility.
2 The actual amounts presented are based on the most restrictive definitions.
Explanation of the major definitions applied in the covenant calculations:
* Book equity: equity excluding treasury shares and the effect of any impairment of intangible assets and the effect of fair value changes of any financial derivative;
* Free cash: cash in hand (excluding pledged or blocked cash), time deposits and, in certain covenants, including undrawn credit facilities with minimum six months to maturity;
* Working capital: current assets less current liabilities;
* Net interest-bearing debt: consolidated interest-bearing financial indebtedness less free cash (and in one covenant also less restricted cash used as debt collateral).
As of December 31, 2025, EXMAR was compliant with all covenants with sufficient headroom. EXMAR is continuously monitoring compliance with all applicable covenants to meet all covenants per June 2026 and December 2026. In case of non-compliance with these covenants, early repayment of related borrowings might be required and should therefore be accounted for as short-term debt.
Note 27 - Employee benefits
DEFINED BENEFIT PLAN AND SIMILAR LIABILITIES
The Group provides pension benefits for most of its employees, either directly or through a contribution to an independent fund. The pension benefits for management staff employed before January 1, 2008 are provided under a defined benefit plan. This plan is organized as a final pay program. For the management, employed as from January 1, 2008, and employees promoted to management as from January 1, 2008 and the management staff who reached the age of 60, the pension benefits are provided under a defined contribution plan.
Belgian defined contribution plans are subject to the Law of April 28, 2003 on supplementary pensions (WAP). According to article 24 of this law, the employer has to guarantee a fixed minimum return of 3.25% on employer contributions and of 3.75% on employee contributions and this for contributions paid until December 31, 2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both employer and employee contributions (as changed by the Law of December 18, 2015). This guaranteed minimum return generally exceeds the return that is normally guaranteed by the insurer. Because the employer has to guarantee the statutory minimum return on these plans, not all actuarial and investment risks relating to these plans are transferred to the insurance company managing the plans. Therefore, these plans do not meet the definition of defined contribution plan under IFRS and have to be classified by default as defined benefit plans. An actuarial calculation has been performed in accordance with IAS 19 based on the projected unit credit method.
| EMPLOYEE BENEFITS (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31 | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | 2021 | |
| DEFINED BENEFIT PLANS | |||||
| Present value of funded obligations | -5,715 | -6,105 | -7,417 | -7,523 | -9,631 |
| Fair value of the defined plan assets | 5,256 | 5,421 | 6,549 | 6,601 | 9,017 |
| Present value of net obligations | -459 | -684 | -868 | -922 | -614 |
| BELGIAN DEFINED CONTRIBUTION PLAN WITH GUARANTEED RETURN | |||||
| Present value of funded obligations | -6,740 | -6,254 | -6,701 | -5,690 | -8,102 |
| Fair value of the defined plan assets | 6,645 | 6,153 | 6,570 | 5,571 | 7,986 |
| Present value of net (obligations) assets | -95 | -101 | -131 | -119 | -116 |
| Total employee benefits | -554 | -785 | -999 | -1,040 | -730 |
| DEFINED BENEFIT PLAN (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31 | |
|---|---|---|
| CHANGES IN LIABILITIES DURING THE PERIOD (1) | 2025 | 2024 |
| Liability as per 1 January | 12,359 | 14,118 |
| Distributions | -1,580 | -1,943 |
| Actual employee's contributions | 231 | 232 |
| Interest expense | 415 | 432 |
| Current service cost | 653 | 695 |
| Actual taxes on contributions paid (excluding interest) | -122 | -122 |
| Actuarial gains/losses | -1,034 | -238 |
| Exchange differences | 1,534 | -815 |
| Liability as per 31 December | 12,455 | 12,359 |
| CHANGES OF FAIR VALUE OF PLAN ASSETS (1) | ||
| Plan assets as per 1 January | 11,574 | 13,119 |
| Contributions | 1,185 | 1,188 |
| Distributions | -1,580 | -1,943 |
| Interest income | 407 | 423 |
| Actual taxes on contributions paid (excluding interest) | -122 | -122 |
| Actual administration costs | -62 | -62 |
| Actuarial gain/loss | -962 | -279 |
| Exchange differences | 1,460 | -750 |
| Plan assets as per 31 December (2) | 11,901 | 11,574 |
| Net defined liability as per 31 December | 554 | 785 |
1 The changes in pension liabilities and plan assets include both the defined benefit plans as the Belgian defined contribution plans which qualify as a defined benefit plan.
2 The plan assets do not include any shares issued by EXMAR or property occupied by EXMAR.(IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31 | 2025 | 2024
--- | --- | --- | ---
EXPENSE RECOGNISED IN THE STATEMENT OF PROFIT OR LOSS | | |
Current service expenses | | -653 | -695
Interest expense | | -415 | -432
Expected return on plan assets | | 407 | 423
Administration cost | | -62 | -62
Total pension cost recognised in the income statement (see Note 10) | | -722 | -766
EXPENSE RECOGNISED IN OTHER COMPREHENSIVE INCOME | | |
Recognition of actuarial gains and losses | | 73 | -41
Total pension cost recognised in other comprehensive income | | 73 | -41
The expected employer contributions to be paid for the next financial year amount to:
| (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31 | 2025 | 2024 |
|---|---|---|---|
| EXPECTED NEXT YEAR CONTRIBUTIONS | |||
| Best estimate of contributions expected to be paid during next year | 813 | 740 |
232 5.2 CONSOLIDATED FINANCIAL STATEMENTS
The actuarial assumptions and average duration of the plans are detailed below:
| (IN WEIGHTED AVERAGES) | 2025 | 2024 |
|---|---|---|
| MOST SIGNIFICANT ASSUMPTIONS | ||
| Discount rate at 31 December | 3.65% | 3.15% |
| Expected return on assets at 31 December | 3.65% | 3.15% |
| Inflation | 2.00% | 2.00% |
| Duration of defined benefit plans (in years) | 7 | 8 |
| Duration of the Belgian defined contribution plans (in years) | 12 | 13 |
The plan assets are composed as follows:
| (IN THOUSANDS OF USD) | FOR THE PERIOD ENDED DECEMBER 31 | 2025 | 2024 |
|---|---|---|---|
| Shares | 3.0% | 4.0% | |
| Bonds & loans | 87.0% | 87.0% | |
| Property investments | 10.0% | 8.0% | |
| Cash | 0.0% | 1.0% |
Note 28 - Trade and other payables
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | DECEMBER 31, 2024 |
|---|---|---|
| Trade payables | 19,479 | 38,938 |
| Other payables | 33,930 | 16,223 |
| Deferred income | 13,178 | 11,081 |
| Trade and other payables | 66,587 | 66,252 |
| Of which financial liabilities (Note 31) | 52,032 | 53,603 |
The decrease of the trade payables compared to 2024 is mainly explained by a decrease in Infrastructure project activity in Congo at the end of December 2025. The increase in other payables includes increased payables from cash pool with joint-venture entities and from a contract security obtained from a customer. Other payables contain advances received, VAT, cash pool and payroll payables. Deferred income comprises already invoiced revenue, related to the next accounting year, e.g. freight, hire.
Note 29 - Financial risks and financial instruments
During the normal course of its business, EXMAR is exposed to various risks as described in more detail in the Corporate Governance Statement. EXMAR is exposed to credit, interest, currency and liquidity risks and in order to hedge this exposure, EXMAR uses different financial instruments, mainly interest rate hedges situated within our equity accounted investees as well as foreign currency forward contracts. EXMAR applies hedge accounting for all hedging relations which meet the conditions to apply hedge accounting (formal documentation and high effectiveness at inception and on an ongoing basis). Financial instruments are recognised initially at fair value. Subsequent to initial recognition, the effective portion of changes in fair value of the financial instruments qualifying for hedge accounting (i.e. cash flow hedges), is recognised in other comprehensive income. Any ineffective portion of changes in fair value and changes in fair value of financial instruments not qualifying for hedge accounting are recognised immediately in profit or loss.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 233
FAIR VALUE & FAIR VALUE HIERARCHY
The following table shows financial assets and financial liabilities measured at fair value, including their level in the fair value hierarchy.
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | LEVEL 1 | LEVEL 2 | LEVEL 3 | TOTAL |
|---|---|---|---|---|---|
| Derivative financial asset | 0 | 67 | 0 | 67 | |
| Equity securities - FVTPL | 50,877 | 4,391 | 0 | 55,268 | |
| Total financial assets carried at fair value | 50,877 | 4,458 | 0 | 55,335 | |
| Derivative financial liabilities | 888 | 888 | |||
| Total financial liabilities carried at fair value | 0 | 888 | 0 | 888 |
| (IN THOUSANDS OF USD) | DECEMBER 31, 2024 | LEVEL 1 | LEVEL 2 | LEVEL 3 | TOTAL |
|---|---|---|---|---|---|
| Derivative financial asset | 0 | 1,658 | 0 | 1,658 | |
| Equity securities - FVTPL | 60,259 | 762 | 0 | 61,021 | |
| Total financial assets carried at fair value | 60,259 | 2,420 | 0 | 62,679 | |
| Derivative financial liabilities | 0 | 1,240 | 0 | 1,240 | |
| Total financial liabilities carried at fair value | 0 | 1,240 | 0 | 1,240 |
Financial instruments other than those listed above are all measured at amortized cost.
CREDIT RISK
Credit risk policy
The Group is exposed to credit risk from its operating activities (primarily trade and other receivables and transactions with equity accounted investees) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. Credit risk is monitored closely and by each segment on an ongoing basis by the Group and creditworthiness controls are carried out if deemed necessary. The borrowings to equity accounted investees consist of shareholder loans to our equity accounted investees that own or operate a LPG vessel or Offshore platform. As all vessels are operational and generate income or are pledged as a security for the underlying borrowing, we do not anticipate any recoverability issues for the outstanding borrowings (after impairment) to equity accounted investees. The equity accounted investees for whom the share in the net assets is negative, are allocated to other components (mainly deducted from receivables) of the investor’s interest in the equity accounted investee and if the negative net asset exceeds the investor’s interest, a corresponding liability is recognized to the extent that the Group has a legal or constructive obligation. The terms of the shareholder loans are discussed in Note 26 - Borrowings to equity accounted investees of this annual report. EXMAR reviews the recoverable amount of each trade and other receivable on an individual basis at the end of the reporting period to ensure that an adequate loss allowance is made for irrecoverable amounts. Monitoring procedures are also in place to ensure that follow-up action is taken to recover overdue debts. In this regard, considering historical default rates below 1% for 2024 and 2025, Group management considers that the group’s credit risk is remote. The Group only engages with banks with a good credit rating. The Group monitors and manages exposures to banks with approved counterparty credit limits and credit risk parameters in order to mitigate the risk of default.
234 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Exposure to risk
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | DECEMBER 31, 2024 |
|---|---|---|
| Borrowings to equity accounted investees | 0 | 48 |
| Derivative financial assets | 67 | 1,658 |
| Other non-current financial assets | 10,094 | 0 |
| Other investments - equity instruments at FVTPL | 55,268 | 61,021 |
| Trade and other receivables (see Note 22) | 69,498 | 116,824 |
| Restricted cash | 7,132 | 0 |
| Cash and cash equivalents | 179,842 | 274,737 |
| Carrying amount of financial assets | 321,901 | 454,288 |
The carrying amounts of the financial assets represent the maximum credit exposure.
Impairment losses
As past due outstanding receivable balances are immaterial, no ageing analysis is disclosed. At year-end 2025, we recorded impairment charges for borrowings to and trade receivable balances from equity accounted investees for a total amount of USD 0.3 million. No impairment charges on other non-trade third-party receivables were required in 2025. Other non-current financial assets mainly comprise bonds measured at amortised cost. An expected credit loss assessment was performed in accordance with IFRS 9 – Financial Instruments and no impairment indicators were identified as at 31 December 2025. No impairment charges on other (non-trade) third party receivable were required in 2025.
INTEREST RISK
Interest risk policy
The interest-bearing loans are mainly negotiated with variable interest rates. In order to monitor this interest risk, the Group makes use of interest hedging instruments available on the market when management is of the opinion that it is favorable to do so. In 2025 and 2024 interest rate swap (IRS) agreements are in place as well in subsidiaries as within our equity accounted investees. The Group applies hedge accounting when the conditions to apply hedge accounting are met. In case no hedge accounting is applied, the changes in fair value are recorded in the statement of profit or loss.
Exposure to risk
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | DECEMBER 31, 2024 |
|---|---|---|
| Total borrowings (excluding lease liabilities) | 273,398 | 312,068 |
| with fixed interest rate | 117,521 | 126,734 |
| with variable interest rate | 155,877 | 185,334 |
| Interest rate financial instruments (nominal amount) | 115,688 | 84,012 |
| Net exposure | 40,189 | 101,322 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 235
Sensitivity analysis
In case the interest rate would increase/decrease with 50 basis points, the financial statements would be impacted with the following amounts (assuming that all other variables remain unchanged):
| (IN THOUSANDS OF USD) | 2025 (+ 50 BP) | 2025 (- 50 BP) | 2024 (+ 50 BP) | 2024 (- 50 BP) |
|---|---|---|---|---|
| Variable interest rate borrowings | 779 | -779 | 927 | -927 |
| Interest rate swaps and cross-currency rate swaps | -578 | 578 | -420 | 420 |
| Sensitivity (net), of which | 201 | -201 | 507 | -507 |
| Impact in profit and loss | 779 | -779 | 927 | -927 |
| Impact in equity | -578 | 578 | -420 | 420 |
A significant portion of EXMAR’s interest income is derived from borrowings to equity accounted investees with variable interest rates. Any increase/decrease in the interest rate would result in an increase/decrease of interest income but would mainly be offset by an increase/ decrease in the interest expense recognized by the equity accounted investee for a corresponding amount. Accordingly, any increase/decrease in the variable interest rate applied on the borrowings to equity accounted investees would have no impact on the net result of the Group. Therefore, borrowings to equity accounted investees have not been included in the above sensitivity analysis.
Currency risk
The Group’s currency risk is historically mainly affected by the EUR/USD ratio for manning its fleet, paying salaries and all other personnel related expenses, which are expressed in EUR.In order to monitor the currency risk, the Group uses a range of foreign currency rate hedging instruments and forward contracts if deemed necessary. At year-end 2025, no financial instrument contracts were outstanding to cover the EUR/USD.
Exposure to risk
Exposure to currency risk, based on notional amounts in thousands of foreign currency:
| (IN THOUSANDS OF LOCAL CURRENCY) | 2025 | 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| XAF | EUR | ARS | XAF | EUR | SGD | ARS | ||
| Receivables | 321,257 | 14,428 | -120,430 | 0 | 40,086 | 245 | 74,049 | |
| Payables | -1,170,306 | -25,774 | 1,010,452 | -32,117,074 | -20,108 | -468 | -50,144 | |
| Interest-bearing loans | -48,225 | -1,880 | 0 | 0 | 0 | 0 | 0 | |
| Balance sheet exposure | -897,275 | -13,226 | 890,022 | -32,117,074 | 19,978 | -223 | 23,905 | |
| Forward contracts | - | - | - | - | - | - | - | |
| Net exposure | -897,275 | -13,226 | 890,022 | -32,117,074 | 19,978 | -223 | 23,905 | |
| In thousands of USD | -1,607 | -15,541 | 612 | -50,867 | 20,755 | -163 | 23 |
The above overview reflects the exposure for the top-4 currency risks.
Sensitivity analysis
As per December 31, 2025 an increase in the year-end EUR/USD rate of 10.0% would affect the statement of profit or loss with USD -1.6 million (2024: USD +2.1 million). A 10.0% decrease of the EUR/USD rate would impact the profit or loss statement with the same amount (opposite sign).
As per December 31, 2025 an increase in the year-end XAF/USD rate of 10% would affect the statement of profit or loss with USD -0.2 million (2024: USD -5.1 million). A 10.0% decrease of the XAF/ USD rate would impact the profit or loss statement with the same amount (opposite sign).
236 5.2 CONSOLIDATED FINANCIAL STATEMENTS
LIQUIDITY RISK
Liquidity risk policy
The Group manages the liquidity risk in order to meet financial obligations as they fall due. The risk is managed through a continuous cash flow projection follow-up, monitoring balance sheet liquidity ratio’s against internal and regulatory requirements and maintaining a diverse range of funding sources with adequate back-up facilities. Different debt covenants exist that require compliance with certain financial ratio’s. As of December 31, 2025, EXMAR was compliant with all covenants. We also refer in this respect to Note 26 - Borrowings.
Maturity analysis of financial liabilities, borrowings to equity accounted investees and financial guarantees
Our current financial liabilities such as trade and other payables are expected to be paid within the next twelve months and are therefore not included in the tables below. The contractual maturities of our financial liabilities and our borrowings to equity accounted investees, including estimated interest payments, are detailed in the tables below. The contractual maturities of our financial liabilities are based on the contractual amortization tables of the facilities. The undrawn parts of our credit facilities are not included in the tables below. The contractual maturities of our borrowings to equity accounted investees are based on the cash flow projections for future years for the EXMAR LPG shareholder’s loan, excluding netting of negative net assets (see Note 18 - Borrowings to equity accounted investees). EXMAR has also provided guarantees to financial institutions that have provided credit facilities to her equity accounted investees. The amount that EXMAR would have to pay if the guarantee is called on, is disclosed below under financial guarantees.
| (IN THOUSANDS OF USD) | INTEREST RATE | MATUR. | CARRYING AMOUNT | CONTRACTUAL CASH FLOWS | ||||
|---|---|---|---|---|---|---|---|---|
| DECEMBER 31, 2025 | TOTAL | < 1 YEAR | 1-2 YEARS | 2-5 YEARS | > 5 YEARS | |||
| Bank loans VLGC's USD | 5,62% | 2036 | -117,521 | -164,269 | -13,104 | -13,003 | -38,588 | -99,575 |
| Bank loan - USD SOFR 3m EEMSHAVEN | +2.16% | 2027 | -68,064 | -73,508 | -17,549 | -55,959 | 0 | 0 |
| Bank loan - USD SOFR 3m EXCALIBUR | +2.2% | 2034 | -87,807 | -110,469 | -14,182 | -13,669 | -36,045 | -46,573 |
| Lease liabilities USD | -4,234 | -8,530 | -5,913 | -2,051 | -567 | 0 | ||
| Lease liabilities EUR | -343 | -632 | -272 | -192 | -168 | 0 | ||
| Lease liabilities SGD | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Lease liabilities CNY | 0 | -74 | -51 | -23 | 0 | 0 | ||
| Lease liabilities INR | -112 | -129 | -56 | -59 | -15 | 0 | ||
| Lease liabilities XAF | -86 | -84 | -84 | 0 | 0 | 0 | ||
| -278,167 | -363,568 | -57,081 | -84,955 | -75,384 | -146,148 | |||
| Borrowings to equity accounted investees USD | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Financial guarantees USD | 0 | -261,251 | -44,014 | -26,881 | -151,785 | -38,571 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 237
| (IN THOUSANDS OF USD) | INTEREST RATE | MATUR. | CARRYING AMOUNT | CONTRACTUAL CASH FLOWS | ||||
|---|---|---|---|---|---|---|---|---|
| DECEMBER 31, 2024 | TOTAL | < 1 YEAR | 1-2 YEARS | 2-5 YEARS | > 5 YEARS | |||
| Bank loans VLGC's USD | 5,62% | 2036 | -123,736 | -190,631 | -13,258 | -13,104 | -39,026 | -125,243 |
| Bank/other loans - USD LIBOR+ pressurized fleet | 2.4% | 2025 | -8,651 | -5,872 | -5,872 | 0 | 0 | 0 |
| Bank loan - USD SOFR 3m EEMSHAVEN | +2.16% | 2027 | -81,851 | -92,685 | -18,786 | -17,699 | -56,200 | 0 |
| Bank loan - USD SOFR 3m EXCALIBUR | +2.2% | 2034 | -97,830 | -135,951 | -17,002 | -16,259 | -42,250 | -60,440 |
| Bank loans - other EUR EURIBOR | + 1.7% | 2028 | 0 | 0 | 0 | 0 | 0 | 0 |
| Lease liabilities USD | -3,777 | -2,506 | -819 | -836 | -851 | 0 | ||
| Lease liabilities EUR | -393 | -1,578 | -966 | -337 | -261 | -114 | ||
| Lease liabilities SGD | 0 | -352 | -121 | -138 | -93 | 0 | ||
| Lease liabilities CNY | 0 | -126 | -51 | -51 | -23 | 0 | ||
| Lease liabilities INR | -159 | -186 | -54 | -57 | -75 | 0 | ||
| Lease liabilities XAF | -156 | -164 | -86 | -78 | 0 | 0 | ||
| -316,552 | -430,050 | -57,138 | -48,559 | -138,779 | -185,697 | |||
| Borrowings to equity accounted investees USD | 700 | 784 | 784 | 0 | 0 | 0 | ||
| Financial guarantees USD | 0 | -206,283 | -30,754 | -29,377 | -146,153 | 0 |
FAIR VALUES
Carrying amounts versus fair values
| (IN THOUSANDS OF USD) | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| FV HIERARCHY | CARRYING AMOUNT | FAIR VALUE | FV HIERARCHY | CARRYING AMOUNT | FAIR VALUE | |
| Borrowings to equity accounted investees | 2 | 0 | 0 | 2 | 48 | 48 |
| Other investments - equity instruments at FVTPL | 1/2 | 55,268 | 55,268 | 1/2 | 61,021 | 61,021 |
| Derivative financial asset | 2 | 67 | 67 | 2 | 1,658 | 1,658 |
| Borrowings (excluding lease liabilities) | 2 | -273,392 | -293,178 | 2 | -312,068 | -333,285 |
| -218,057 | -237,843 | -249,341 | -270,557 |
The financial assets and liabilities carried at fair value are analysed and a hierarchy in valuation method has been defined:
* Level 1 being quoted bid prices in active markets for identical assets or liabilities;
* Level 2 being inputs in other than quoted prices included in level 1 that are observable for the related assets and liabilities, either directly (as prices) or indirectly (derived from prices);
* Level 3 being inputs for the asset or liability that are not based on observable market data.
The breakdown between level 1 and 2 of the equity instruments at FVTPL is shown in the beginning of this note.
Basis for determining fair values:
* Borrowings to equity accounted investees: present value of future cash flows, discounted at the market rate of interest at reporting date or the fair value of the underlying pledged asset
* Equity instruments at FVTPL:
* Quoted closing bid price at reporting date for :
* Frontera shares
* Ventura Offshore shares (acquired in 2024)
* Vantage Drilling shares (as of closing 2024)
* Non-quoted closing fixing price at reporting date through a public auction via Euronext for Sibelco shares
238 5.2 CONSOLIDATED FINANCIAL STATEMENTS
- Forward contracts: present value of the difference between the forward price at reporting date and the forward price paid
- Interest bearing loans: present value of future cash flows, discounted at the market rate of interest at reporting date.
- For certain financial assets and liabilities (trade and other receivables, cash and cash equivalents, trade and other payables and lease liabilities) not carried at fair value, no fair value is disclosed because the carrying amounts are a reasonable approximation of the fair values.
Note 30 - Leases
LEASES AS A LESSEE
The Group leases properties, motor vehicles and IT equipment.
| (IN THOUSANDS OF USD) | RIGHT-OF-USE ASSETS | ||
|---|---|---|---|
| PROPERTY | IT AND AIRPLANE | TOTAL | |
| Balance as per December 31, 2024 | 3,812 | 442 | 4,253 |
| Balance as per December 31, 2025 | 2,298 | 5,898 | 8,197 |
For the full roll forward schedule in respect of the right-of-use assets including the depreciation charge for the year, we refer to Note 15 - Right-of-use assets of this annual report.
The Group has several lease contracts that include extension or termination options. These options are negotiated by management to provide flexibility in managing its lease portfolio. Judgement is applied in determining whether these extension and options are reasonably certain to be exercised (see Note 1 - Accounting policies).
For the maturity analysis in respect of related lease liabilities, we refer to Note 29 - Financial risks and financial instruments.
AMOUNTS RECOGNISED IN PROFIT OR LOSS
| (IN THOUSANDS OF USD) | LEASES UNDER IFRS 16 | |
|---|---|---|
| 2025 | 2024 | |
| Interest on lease liability | 152 | 214 |
LEASES AS A LESSOR
The Group entered into long-term time charter agreements for certain assets in its fleet. In respect of lease classification, it was judged that substantially all risks and rewards remain with the Group. As a consequence, these agreements qualify as operating leases.
Rental income recognised by the Group during 2025 was USD 89.3 million (2024: USD 99.6 million).
The following table sets out a maturity analysis of lease payments for contracts in force as of December 31, 2025, showing the undiscounted lease payments to be received after the reporting date. No variable lease payments are included.
The decrease with USD 72.3 million in total lease payments (at the subsidiaries) compared to 2024 is the result of lease contracts of VLGC, EEMSHAVEN, EXCALIBUR and reduced pressurized fleet coming closer to maturity.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 239
The operating lease amounts below for the equity accounted investees are limited to EXMAR’s share in the expected operating lease payments.| (IN THOUSANDS OF USD) | 2025 | 2024 |
| :--- | :--- | :--- |
| Less than one year | 63,662 | 75,365 |
| One to two years | 37,212 | 60,826 |
| Two to three years | 22,100 | 37,070 |
| Three to four years | 18,250 | 22,058 |
| Four to five years | 18,250 | 18,250 |
| More than five years | 54,856 | 73,106 |
| Total operating leases under IFRS 16 (Subsidiaries) As of December 31 | 214,330 | 286,675 |
| Less than one year | 60,184 | 78,086 |
| One to two years | 14,731 | 19,664 |
| Two to three years | 6,627 | 8,996 |
| Three to four years | 0 | 1,812 |
| Total operating leases under IFRS 16 (Equity accounted investees) As of December 31 | 81,542 | 108,557 |
Note 31 - Capital commitments
As per December 31, 2025, the Group has capital commitments for a total value of USD 484.2 million:
▪ USD 155.0 million representing Exmar’s part of an order placed together with its joint-venture partner SEAPEAK (each 50%) for four 46,000m 3 newbuild dual-fuel MGC’s and three 41,000m 3 newbuild MGC’s.
▪ USD 309.4 million of commitment for investments in four Suez Max vessels.
▪ USD 19.8 million of commitment, for the acquisition of an LNG Floating Storage Unit to be employed in Colombia.
Note 32 - Contingencies
Several of the Group’s companies are involved in a number of legal disputes arising from their day-to-day operations. Management does not expect the outcome of these procedures to have any material effect on the Group’s financial position.
240 5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 33 - Related parties
ULTIMATE CONTROLLING PARTY
Saverex NV, the major Belgian shareholder of EXMAR NV prepares IFRS consolidated financial statements which are publicly available. Saverex NV is controlled by Mr. Nicolas Saverys (Executive chairman of the Board of Directors of EXMAR).
TRANSACTIONS WITH CONTROLLING SHAREHOLDER AND WITH CONTROLLING SHAREHOLDER RELATED PARTIES
Saverbel NV, controlled by Mr. Nicolas Saverys, recharged administrative expenses for KEUR 94 to the Group in 2025 (2024: KEUR 105). The outstanding balance at December 31, 2025 amounted to KEUR 27 (2024: KEUR 24).
Saverex NV, also controlled by Mr. Nicolas Saverys, charged consulting fees for KEUR 3.200 during 2025 (2024: KEUR 3.400). The outstanding balance at December 31, 2025 amounted to KEUR 2.000 (2024: KEUR 2.200).
Furthermore, Saverex charged KEUR 44 maintenance expenses for the yacht “Douce France” in 2025 (2024: KEUR 0) and KEUR 0 time-charter revenue for the yacht “Douce France” to Exmar Shipmanagement (2024: KEUR 108). The balance outstanding at year-end 2025 amounted to KEUR 0 (2024: KEUR 0).
EXMAR Shipmanagement charged KEUR 54 to Saverex for shipmanagement services in respect of the yacht "Douce France" in 2025 (2024: KEUR 43), for which KEUR 1 is outstanding (2024: KEUR 2).
EXMAR Yachting charged KEUR 0 to Saverex for commission (2024: KEUR 5), of which no amount is outstanding (2024: KEUR 0).
EXMAR NV charged KUSD 174 to Saverex for legal fees in 2025 (2024: KEUR 0), of which KUSD 0 is outstanding. In addition, EXMAR NV charged KUSD 44 to Saverex for Flexjet expenses during 2025 (2024: KEUR 0), for which KUSD 0 is outstanding and KUSD 301 to Saverbel for Flexjet expenses during 2025 (2024: KEUR 0), for which KUSD 0 is outstanding.
Travel PLUS invoiced a total of KEUR 54 to Saverex in respect of travel services provided during 2025 (2024: KEUR 130), of which KEUR 0 is outstanding (2024: KEUR 4) and charged travel expenses towards Saverbel NV for a total of KEUR 20 (2024: KEUR 0) of which KEUR 0 is outstanding.
TLH Heliskiing invoiced to Exmar group KCAD 255 regarding services rendered (2024: KCAD 329) of which no amount is outstanding (2024: 0).
Furthermore, during 2025, an amount of KEUR 234 (2024: KEUR 213) was invoiced to Mr Nicolas Saverys as a recharge of private expenses. The related outstanding balance amounted to KEUR 211 (2024: KEUR 0).
Transactions with related parties are at arm’s length conditions.
TRANSACTIONS WITH JOINT VENTURES AND ASSOCIATED COMPANIES
EXMAR provides general, accounting, corporate, site supervision and ship management services to its joint ventures and associates. For these services, fees are charged based on contractual agreements between all parties involved. Below table gives an overview of the significant receivables, significant payables and the related P&L amount of services provided and received.
| (IN THOUSANDS OF USD) | DECEMBER 31, 2025 | DECEMBER 31, 2024 | |||
|---|---|---|---|---|---|
| RECEIVABLES | PAYABLES | CAPEX | RECEIVABLES | PAYABLES | |
| Ship management services | 18,285 | 2,290 | 0 | 5,133 | 1,562 |
| General, accounting and corporate services | 1,162 | 0 | 0 | 1,042 | 0 |
| Site supervision & plan approval services | 0 | 0 | 0 | 0 | 0 |
| Rental services | 0 | 0 | 0 | 0 | 0 |
| (IN THOUSANDS OF USD) | 2025 | 2024 | |||
|---|---|---|---|---|---|
| SERVICES PROVIDED P&L | SERVICES RECEIVED P&L | CAPEX | SERVICES PROVIDED P&L | SERVICES RECEIVED P&L | |
| Ship management services | 19,262 | 166 | 0 | 10,277 | 0 |
| General, accounting and corporate services | 1,258 | 0 | 0 | 861 | 0 |
| Site supervision & plan approval services | 0 | 0 | 0 | 0 | 0 |
| Rental & other services | 0 | 0 | 0 | 0 | 0 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 241
EXMAR also provides borrowings to its joint ventures and associates for which an interest income is recognised in the financial statements. We refer to Note 18 - Borrowings to equity accounted investees for an overview of these borrowings and to Note 11 - Finance result for the total amount of interest income.
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
In respect of the transactions with key management personnel, we refer to the Remuneration report of 2025 which is included in this financial report (see Corporate Governance Statement). For information relating to conflicts of interests, we refer to the report Board of Directors. Key management (personnel) recharged KEUR 94 expenses and KEUR 0 transaction fee (2024: KEUR 107).
BOARD OF DIRECTORS
| (IN THOUSANDS OF EUR) | 2025 | 2024 |
| :--- | :--- | :--- |
| Chairman | 100 | 100 |
| Other members (individual amount) | 50 | 50 |
| Total paid | 369 | 450 |
The total amount paid to the members of the Board of Directors represents the total payments to all non-executive and independent directors for the activities as members of the Board of Directors. The executive directors of EXMAR are only remunerated in their capacity as executive and not in their capacity as executive director/member of the Board. No loans were granted to the members of the Board in 2025 nor 2024. The outstanding amount in respect of recharged private expenses to Mr. Nicolas Saverys was KEUR 211 per December 31, 2025 and KEUR 0 per December 31, 2024.
AUDIT AND RISK COMMITTEE
| (IN THOUSANDS OF EUR) | 2025 | 2024 |
| :--- | :--- | :--- |
| Chairman | 20 | 20 |
| Other members (individual amount) | 10 | 10 |
| Total paid | 42 | 50 |
NOMINATION AND REMUNERATION COMMITTEE
| (IN THOUSANDS OF EUR) | 2025 | 2024 |
| :--- | :--- | :--- |
| Members (individual amount) | 10 | 10 |
| Total paid | 27 | 30 |
EXECUTIVE COMMITTEE
In line with EXMAR’s total reward principles, the form and level of the Company’s executive remuneration are aligned to company performance and individual skills and performance. The remuneration package is composed of three main elements:
▪ The fixed annual remuneration;
▪ The short-term variable remuneration (STI – short term incentive);
▪ The long-term variable remuneration (LTI- long term incentive).
The level and structure of the compensation packages are aligned with market practices for similar functions at comparable companies. End 2025, the Executive Committee consisted of five members. Customary notice periods and severance pay are provided in the agreements with the members of the Executive Committee, taking into account factors such as the position and experience of the executive manager in question, and always within the applicable legal framework.
242 5.2 CONSOLIDATED FINANCIAL STATEMENTS
| (IN THOUSANDS OF EUR) | EXECUTIVE COMMITTEE, EXCLUDING CEO | 2025 | 2024 |
|---|---|---|---|
| Total fixed remuneration | 1,565 | 1,725 | |
| of which for insurance and pension plan | 0 | 0 | |
| of which value of share options | 0 | 0 | |
| Total variable remuneration | 400 | 1,400 |
| (IN THOUSANDS OF EUR) | NICOLAS SAVERYS/SAVEREX | 2025 | 2024 |
|---|---|---|---|
| Total fixed remuneration | 1,200 | 1,200 | |
| of which for insurance and pension plan | 0 | 0 | |
| of which value of share options | 0 | 0 | |
| Total variable remuneration | 2,000 | 2,200 |
| (IN THOUSANDS OF EUR) | CEO | 2025 | 2024 |
|---|---|---|---|
| Total fixed remuneration | 365 | 350 | |
| of which for insurance and pension plan | 0 | 0 | |
| of which value of share options | 0 | 0 | |
| Total variable remuneration | 100 | 100 |
No loans were granted to the members of the executive committee in 2025 or 2024. No options were granted to key management in 2025 and 2024. A number of key management personnel, or their close family members, hold positions in other companies that result in them having control or joint control over these companies. None of these companies transacted with the Group during the year.
Note 34 - Group entities
| CONSOLIDATED COMPANIES | COUNTRY OF INCORPORATION | CONSOLIDATION METHOD | OWNERSHIP 2025 | OWNERSHIP 2024 |
|---|---|---|---|---|
| Joint ventures | ||||
| Estrela Ltd | Hong Kong | Equity | 50.00% | 50.00% |
| EXMAR Gas Shipping Ltd (3) | Hong Kong | Equity | 0.00% | 50.00% |
| EXMAR LPG BV | Belgium | Equity | 50.00% | 50.00% |
| EXMAR LPG France | France | Equity | 50.00% | 50.00% |
| EXMAR France Crewing SAS (1) | France | Equity | 50.00% | 50.00% |
| EXMAR Shipping BV | Belgium | Equity | 50.00% | 50.00% |
| Good Investment Ltd (3) | Hong Kong | Equity | 0.00% | 50.00% |
| Monteriggioni Inc | Liberia | Equity | 50.00% | 50.00% |
| Associates | ||||
| ECOS SRL | Italy | Equity | 33.30% | 33.30% |
| Electra Offshore Ltd | Hong Kong | Equity | 40.00% | 40.00% |
| Exview Hong Kong Ltd | Hong Kong | Equity | 40.00% | 40.00% |
| Marpos NV | Belgium | Equity | 45.00% | 45.00% |
| Springmarine Nigeria Ltd (2) | Nigeria | Equity | 0.00% | 40.00% |
5.2 CONSOLIDATED FINANCIAL STATEMENTS 243
| CONSOLIDATED COMPANIES | COUNTRY OF INCORPORATION | CONSOLIDATION METHOD | OWNERSHIP 2025 | OWNERSHIP 2024 |
|---|---|---|---|---|
| Subsidiaries | ||||
| DV Offshore SAS | France | Full | 100.00% | 100.00% |
| EXMAR Argentina | Argentina | Full | 100.00% | 100.00% |
| EXMAR Energy Hong Kong Ltd | Hong Kong | Full | 100.00% | 100.00% |
| EXMAR Energy Netherlands BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Energy Services BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Export Netherlands | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Fortitude LNG Limited | Netherlands | Full | 100.00% | 100.00% |
| EXMAR FSRU Hong Kong Ltd | Hong Kong | Full | 100.00% | 100.00% |
| EXMAR Holdings Ltd | Liberia | Full | 100.00% | 100.00% |
| EXMAR Hong Kong Ltd | Hong Kong | Full | 100.00% | 100.00% |
| EXMAR Import | ||||
| :--- | :--- | :--- | :--- | :--- |
| LNG Netherlands BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR LPG Holding BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR LNG Investments Ltd | Liberia | Full | 100.00% | 100.00% |
| EXMAR Lux SA | Luxembourg | Full | 100.00% | 100.00% |
| EXMAR Marine NV | Belgium | Full | 100.00% | 100.00% |
| EXMAR Netherlands BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR NV | Belgium | Full | 100.00% | 100.00% |
| EXMAR Offshore Company | USA | Full | 100.00% | 100.00% |
| EXMAR Offshore Ltd | Bermuda | Full | 100.00% | 100.00% |
| EXMAR Offshore Services SA | Luxembourg | Full | 100.00% | 100.00% |
| EXMAR Offshore BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR Singapore Pte Ltd | Singapore | Full | 100.00% | 100.00% |
| EXMAR Shipmanagement BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR Shipmanagement India Private Ltd | India | Full | 100.00% | 100.00% |
| EXMAR Small Scale LPG NL BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Small Scale LPG HK Ltd | Hong Kong | Full | 100.00% | 100.00% |
| EXMAR Small Scale LPG BE BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR (UK) Shipping Company Ltd | Great-Britain | Full | 100.00% | 100.00% |
| EXMAR VLGC BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR VLGC Netherlands BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Yachting BV | Belgium | Full | 100.00% | 100.00% |
| Franship Offshore Lux SA | Luxembourg | Full | 100.00% | 100.00% |
| Internationaal Maritiem Agentschap NV | Belgium | Full | 99.03% | 99.03% |
| Seavie Caribean Ltd | Jamaica | Full | 100.00% | 100.00% |
| Seavie Private Ltd | India | Full | 100.00% | 100.00% |
| Solaia Shipping Llc | Liberia | Full | 100.00% | 100.00% |
| Tecto Cyprus Ltd | Cyprus | Full | 100.00% | 100.00% |
| Exmar Shipmanagement Lux SA | Luxembourg | Full | 100.00% | 100.00% |
| Travel Plus BV | Belgium | Full | 100.00% | 100.00% |
1 New company in 2025 2 Shares sold 3 Company liquidated in 2025
244
5.2 CONSOLIDATED FINANCIAL STATEMENTS
Note 35 - Fees statutory auditor
The worldwide audit and other fees in respect of services provided by the statutory auditor or companies or persons related to the auditors, can be detailed as follows:
| (IN THOUSANDS OF EUR) | 2025 | 2024 |
|---|---|---|
| Audit services | 562 | 579 |
| Audit related services | 328 | 178 |
| Tax services | 80 | 54 |
| Fees statutory auditor | 970 | 811 |
For 2025 and 2024, the non-audit fees do not exceed the audit fees.
Note 36 - Subsequent events
After December 2025 subsequent events occurred.
- In the equities owned investments following transaction occurred: in January 2026 EXMAR took delivery of the 41,000m³ newbuild dual-fuel MGC, named MERIBEL.
- In 2026 EXMAR delivered the vessel FATIME to its new owner.
- On March 4, 2026, EXMAR reached an agreement to amend the purchase option of the VLGC FLANDERS INNOVATION with its lessor. It was agreed to repurchase the vessel in Japanese Yen. Given the recent weakening of the Yen against the USD, EXMAR will realize a financial profit of about USD 12 million in 2026. The FLANDERS INNOVATION is expected to be delivered to EXMAR at the end of June 2026.
- On March 26, 2026, EXMAR reached an agreement to amend the purchase option of the VLGC FLANDERS PIONEER with its lessor. It was agreed to repurchase the vessel in Japanese Yen. Given the recent weakening of the Yen against the USD, EXMAR will realize a financial profit of about USD 12 million in 2026. The FLANDERS PIONEER is expected to be delivered to EXMAR in the first quarter of 2027.
No other subsequent events occurred.
Significant judgements and estimates
The significant judgements and estimates that might have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year relate to:
IMPAIRMENT
Management performs at least annually an impairment analysis for its fleet. This analysis did not reveal any additional impairment risks at year-end 2025. We also refer to Note 13 - Vessels and barges and Note 16 - Investments in equity accounted investees as disclosed in this report for additional information.
245
Statement on the true and fair view of the consolidated financial statements and the fair overview of the management report
The Board of Directors, represented by Nicolas Saverys (Chairman) and Philippe Vlerick, and the Executive Committee, represented by Carl-Antoine Saverys, CEO (representing CA SAVER BV) and Hadrien Bown, CFO (representing HAX BV), hereby confirm that, to the best of their knowledge,
- the consolidated financial statements for the year ended December 31, 2025, which have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the entities included in the consolidation as a whole, and
- the management report includes a fair overview of the important events that have occurred during the financial period and of the major transactions with the related parties, and their impact on the consolidated financial statements, together with a description of the principal risks and uncertainties they are exposed to.
Statutory Auditor's report to the shareholders' meeting of Exmar NV for the year ended 31 december 2025 - consolidated financial statements
In the context of the statutory audit of the consolidated financial statements of Exmar NV (“the company”) and its subsidiaries (jointly “the group”), we hereby submit our statutory audit report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report.
We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 16 May 2023, in accordance with the proposal of the board of directors (“bestuursorgaan” / “organe d’administration”) . Our mandate will expire on the date of the shareholders’ meeting deliberating on the financial statements for the year ending 31 December 2025. We have performed the statutory audit of the consolidated financial statements of Exmar NV for 9 consecutive periods.
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
Unqualified opinion
We have audited the consolidated financial statements of the group, which comprise the consolidated statement of financial position as at 31 December 2025, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory notes.
The consolidated statement of financial position shows total assets of 903 232 (000) USD and the consolidated statement of comprehensive income shows a profit for the year then ended of 74 344 (000) USD.
In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and financial position as of 31 December 2025 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with the International Financial Reporting Standards (IFRS accounting standards) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the “Responsibilities of the statutory auditor for the audit of the consolidated financial statements” section of our report.
We have complied with all ethical requirements relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding independence.
We have obtained from the board of directors and the company’s officials the explanations and information necessary for performing our audit. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
246
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| KEY AUDIT MATTERS | HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTERS |
|---|---|
| Impairment of property, plant and equipment – vessels and barges | |
| ▪ Property, plant and equipment – vessels and barges with a carrying amount of 360 390 (000) USD represent 40% of the consolidated statement of financial position as at 31 December 2025. Management’s assessment of the valuation of property, plant and equipment is significant to our audit because this process is complex and requires significant management judgement. | ▪ We considered the process and the internal controls implemented by management and we carried out testing relating to the design and implementation of management’s controls to assess impairment indicators and perform impairment testing. |
| Reference to disclosures | ▪ We validated for each cash generating unit if impairment indicators, as determined by IAS 36, were considered in the impairment assessment of management. |
| ▪ We refer to the consolidated financial statements, including notes to the consolidated financial statements: note 13 – Vessels & barges. | ▪ We obtained the appraisal reports from external brokers used by management to test for impairment indicators and to determine the fair value less costs to sell (“FVLCTS”) of the vessels. |
| ▪ Where relevant, we tested management’s assumptions used in the value in use (“VIU”) calculations especially the most critical assumptions such as the post contract charter rates and discount rates. |
▪ We evaluated the adequacy of the disclosures regarding the impairments of property, plant and equipment.
Responsibilities of the board of directors for the preparation of the consolidated financial statements
The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS Accounting Standards) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the board of directors is responsible for assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the group or to cease operations, or has no other realistic alternative but to do so.
Responsibilities of the statutory auditor for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company’s business has been conducted or will be conducted.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 247
As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
▪ identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
▪ obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control;
▪ evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
▪ conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor’s report. However, future events or conditions may cause the group to cease to continue as a going concern;
▪ evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
▪ obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the audit committee regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and we communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes any public disclosure about the matter.
Other legal and regulatory requirements
Responsibilities of the board of directors
The board of directors is responsible for the preparation and the content of the directors’ report on the consolidated financial statements, including the sustainability statement and other matters disclosed in the annual report on the consolidated financial statements.
Responsibilities of the statutory auditor
As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director’s report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements, as well as to report on this matter.
5.2 CONSOLIDATED FINANCIAL STATEMENTS 248
Aspects regarding the directors’ report on the consolidated financial statements and other information disclosed in the annual report on the consolidated financial statements
The annual report contains the consolidated sustainability statement which is the subject of our separate limited assurance report on the sustainability statement. This section does not pertain to the assurance on the consolidated sustainability statement included in the annual report. For this part of the annual report on the consolidated financial statements, we refer to our report on the matter.
In our opinion, after performing the specific procedures on the directors’ report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 3:32 of the Code of companies and associations.
In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in particular based on information that we became aware of during the audit, if the directors’ report on the consolidated financial statements is free of material misstatement, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such material misstatement.
Statements regarding independence
▪ Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the group during the performance of our mandate.
▪ The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the consolidated financial statements.
Single European Electronic Format (ESEF)
In accordance with the draft standard on the audit of the compliance of the financial statements with the Single European Electronic Format ("ESEF"), we have also performed the audit of the compliance of the ESEF format and of the tagging with the technical regulatory standards as defined by the European Delegated Regulation No. 2019/815 of 17 December 2018 ("Delegated Regulation").
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (“digital consolidated financial statements”) included in the annual financial report.
Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements as stipulated by the Delegated Regulation.
Based on our work, in our opinion, the format and the tagging of information in the digital consolidated financial statements included in the annual financial report of Exmar NV as of 31 December 2025 are, in all material respects, prepared in accordance with the ESEF requirements as stipulated by the Delegated Regulation.Other statements
This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014.
Signed at Zaventem.
The statutory auditor
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by Fabio De Clercq
5.2 CONSOLIDATED FINANCIAL STATEMENTS 249
5.3 STATUTORY FINANCIAL STATEMENTS EXMAR NV 250
5.3 STATUTORY FINANCIAL STATEMENTS EXMAR NV 251
Statutory financial statements
The statutory accounts of EXMAR NV are disclosed hereafter in a summarised version. The full version will be filed with the National Bank of Belgium. The full version is available on the Company’s website (www.exmar.be) and a copy can be obtained free of charge on request. An unqualified audit opinion has been expressed by the statutory auditor.
| (IN THOUSANDS OF USD) | 31/12/2025 | 31/12/2024 |
|---|---|---|
| BALANCE SHEET | ||
| Fixed assets | 516,449 | 484,689 |
| (In-)tangible assets | 4,502 | 373 |
| Financial assets | 511,947 | 484,315 |
| Current assets | 201,360 | 320,469 |
| Amounts receivable within one year | 54,041 | 123,445 |
| Investments | 82,914 | 134,811 |
| Cash and cash equivalents | 63,144 | 60,913 |
| Accrued income and deferred charges | 1,261 | 1,300 |
| Total assets | 717,809 | 805,158 |
| Equity | 465,556 | 599,625 |
| Capital | 274,955 | 88,812 |
| Share premium | 91,657 | 124,634 |
| Reserves | 95,188 | 94,061 |
| Accumulated profits | 3,756 | 292,118 |
| Provisions and deferred taxes | 2,552 | 2,850 |
| Provisions | 2,552 | 2,850 |
| Liabilities | 249,701 | 202,683 |
| Amounts payable on more than one year | 115,984 | 79,855 |
| Amounts payable within one year | 133,717 | 122,828 |
| Total equity and liabilities | 717,809 | 805,158 |
| (IN THOUSANDS OF USD) | 01/01/2025 | 01/01/2024 |
|---|---|---|
| STATEMENT OF PROFIT OR LOSS | 31/12/2025 | 31/12/2024 |
| Operating income | 5,939 | 5,736 |
| Operating expenses | -21,711 | -9,236 |
| Operating result | -15,772 | -3,500 |
| Financial income | 58,262 | 301,994 |
| Financial expenses | -9,790 | -4,480 |
| Result for the year before tax | 32,700 | 294,014 |
| Income tax | -2,688 | -999 |
| Result for the year | 30,012 | 293,015 |
| Appropriation of result | ||
| Result to be appropriated | 322,130 | 298,979 |
| Transfer from/(to) capital and reserves | -154,294 | -6,861 |
| Result to be carried forward | -3,756 | -292,118 |
| Distribution of result | -164,080 |