Quarterly Report • Oct 2, 2025
Quarterly Report
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UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the Three and Nine Months Ended August 31, 2025
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| Page | |
|---|---|
| Unaudited Condensed Consolidated Interim Income Statement for the Three and Nine Months Ended August 31, 2025 and 2024 |
3 |
| Unaudited Condensed Consolidated Interim Statement of Other Comprehensive Income for the Three and Nine Months Ended August 31, 2025 and 2024 |
4 |
| Unaudited Condensed Consolidated Interim Balance Sheet as of August 31, 2025 and November 30, 2024 |
5 |
| Unaudited Condensed Consolidated Interim Statement of Changes in Shareholders' Equity for the Nine Months Ended August 31, 2025 and 2024 |
6 |
| Unaudited Condensed Consolidated Interim Statement of Cash Flows for the Nine Months Ended August 31, 2025 and 2024 |
7 |
| Notes to the Unaudited Condensed Consolidated Interim Financial Statements | 8 |
| Responsibility Statement | 22 |
| August 31, August 31, August 31, August 31, Notes 2025 2024 2025 2024 (in thousands, except for per share amounts) Operating revenue 4 \$ 699,880 \$ 732,788 \$ 2,088,398 \$ 2,181,250 Operating expenses (438,754) (472,210) (1,320,157) (1,398,976) 261,126 260,578 768,241 782,274 Depreciation and amortisation 4 (85,864) (75,574) (251,585) Gross Profit 175,262 185,004 516,656 560,216 Share of profit of joint ventures and associates 4 9,108 20,028 31,613 56,929 Administrative and general expenses (74,617) (73,000) (217,986) (Loss) gain on disposal of assets, net (69) 6,681 464 9,076 Other operating income 357 725 1,231 1,763 Other operating expense (621) (187) (1,019) Operating Profit 109,420 139,251 330,959 408,160 Non-Operating Income (Expense) Finance income 1,712 2,353 5,461 10,861 Finance expense on lease liabilities (5,048) (3,498) (14,340) Finance expense on debt (31,177) (28,447) (91,697) Gain on step-up acquisitions of Avenir LNG Limited and Hassel Shipping 4 A.S 75,190 — — — Foreign currency exchange gain (loss), net 2,068 377 8,047 (114) Other non-operating income, net 934 887 10,166 7,544 Profit before Income Tax 77,909 110,923 323,786 333,168 Income tax expense (13,940) (11,723) (33,180) Net Profit \$ 63,969 \$ 99,200 \$ 290,606 \$ 303,346 Earnings per Share: Net Profit attributable to SNL shareholders Basic \$ 1.20 \$ 1.85 \$ 5.45 \$ 5.67 Diluted \$ 1.20 \$ 1.85 \$ 5.45 \$ 5.67 |
Three Months Ended | Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (222,058) | ||||||||||
| (219,101) | ||||||||||
| (723) | ||||||||||
| (9,513) | ||||||||||
| (83,770) | ||||||||||
| (29,822) | ||||||||||
| Three Months Ended | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| August 31, 2025 |
August 31, 2024 |
August 31, 2025 |
August 31, 2024 |
|||||||
| (in thousands) | ||||||||||
| Net profit | \$ | 63,969 | \$ | 99,200 | \$ | 290,606 | \$ | 303,346 | ||
| Items that will not be reclassified subsequently to profit or loss: |
||||||||||
| Remeasurement of defined benefit and other post employment benefit obligations |
— | — | (398) | 1,454 | ||||||
| Deferred tax adjustment on defined benefit and other post | ||||||||||
| employment benefit obligations | — | — | 34 | (430) | ||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||
| Net loss on cash flow hedges | (2,279) | (17,343) | (4,320) | (4,962) | ||||||
| Reclassification of cash flow hedges to income statement | (1,051) | 990 | (3,754) | (7,439) | ||||||
| Net loss on cash flow hedges held by joint ventures and | ||||||||||
| associates | (1,329) | (3,274) | (1,761) | (2,934) | ||||||
| Deferred tax adjustment on cash flow hedges | 203 | 1,013 | 768 | 554 | ||||||
| Exchange differences arising on translation of foreign | ||||||||||
| operations | 15,320 | 4,988 | 46,345 | 3,506 | ||||||
| Exchange differences arising on translation of joint ventures and associates |
3,609 | 9,348 | 18,923 | (811) | ||||||
| Change in value of investments in equity instruments | 11,760 | (6,471) | 16,640 | 55,456 | ||||||
| Total other comprehensive income (loss) | 26,233 | (10,749) | 72,477 | 44,394 | ||||||
| Total comprehensive income | \$ | 90,202 | \$ | 88,451 | \$ | 363,083 | \$ | 347,740 |
| Notes | August 31, | November 30, | |||
|---|---|---|---|---|---|
| 2025 | (in thousands) | 2024 | |||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | \$ 160,688 |
\$ | 334,738 | ||
| Receivables, net | 343,863 | 376,732 | |||
| Inventories, net | 7,846 | 7,295 | |||
| Biological assets | 70,893 | 52,545 | |||
| Prepaid expenses | 99,884 | 95,222 | |||
| Derivative financial instruments | 8 | 8,012 | 7,014 | ||
| Income tax receivable | 5,888 | 4,647 | |||
| Other current assets | 33,997 | 34,885 | |||
| Total Current Assets | 731,071 | 913,078 | |||
| Property, plant and equipment | 6 | 3,440,220 | 2,775,044 | ||
| Right-of-use assets | 6 | 346,593 | 331,492 | ||
| Deposit for newbuildings | 6 | 91,245 | 41,328 | ||
| Investments in and advances to joint ventures and associates | 659,666 | 719,563 | |||
| Investments in equity and debt instruments | 8 | 243,092 | 205,274 | ||
| Deferred tax assets | 14,369 | 18,488 | |||
| Intangible assets and goodwill | 6 | 52,289 | 42,455 | ||
| Employee benefit assets | 23,838 | 24,082 | |||
| Derivative financial instruments | 8 | 6,350 | 2,337 | ||
| Insurance claim receivables | 15,475 | 12,848 | |||
| Other non-current assets | 24,831 | 16,613 | |||
| Total Non-Current Assets | 4,917,968 | 4,189,524 | |||
| Total Assets | \$ 5,649,039 |
\$ | 5,102,602 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
| Current Liabilities | |||||
| Short-term bank loans | 7 | \$ 83,000 |
\$ | — | |
| Current maturities of long-term debt | 7 | 305,946 | 195,645 | ||
| Current lease liabilities | 63,226 | 58,581 | |||
| Accounts payable | 102,145 | 96,325 | |||
| Accrued voyage expenses and unearned revenue Accrued expenses |
80,659 253,025 |
70,862 282,158 |
|||
| Provisions | 384 | 521 | |||
| Income tax payable | 17,813 | 24,505 | |||
| Dividend payable | 5 | — | 66,972 | ||
| Derivative financial instruments | 8 | 3,321 | 7,342 | ||
| Other current liabilities | 42,827 | 56,031 | |||
| Total Current Liabilities | 952,346 | 858,942 | |||
| Long-term debt | 7 | 1,805,534 | 1,647,127 | ||
| Long-term lease liabilities | 299,207 | 285,430 | |||
| Deferred tax liabilities | 106,413 | 109,629 | |||
| Employee benefit liabilities | 19,551 | 20,197 | |||
| Derivative financial instruments | 8 | 8,688 | 12,671 | ||
| Long-term provisions | 17,731 | 15,049 | |||
| Other non-current liabilities | 1,280 | 1,223 | |||
| Total Non-Current Liabilities | 2,258,404 | 2,091,326 | |||
| Total Liabilities | 3,210,750 | 2,950,268 | |||
| Shareholders' Equity | |||||
| Founder's shares | 5 | 14 | 14 | ||
| Common shares | 5 | 58,524 | 58,524 | ||
| Paid-in surplus | 195,466 | 195,466 | |||
| Retained earnings | 2,438,819 | 2,216,245 | |||
| Other components of equity | (134,550) | (206,864) | |||
| 2,558,273 | 2,263,385 | ||||
| Less – Treasury shares | 5 | (119,984) | (111,051) | ||
| Total Shareholders' Equity | 2,438,289 | 2,152,334 | |||
| Total Liabilities and Shareholders' Equity | \$ 5,649,039 |
\$ | 5,102,602 |
| Attributable to Equity Holders of SNL | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares |
Founder's Shares |
Paid-in Surplus |
Treasury Shares |
Retained Earnings |
Foreign Currency |
Hedging | Fair Value |
Total | Non Controlling Interests |
Shareholders' Equity Total |
|||
| (in thousands) | |||||||||||||
| Balance, December 1, 2023 Comprehensive income |
\$ 58,524 \$ |
14 \$ | 195,466 \$ (111,051) \$ 1,967,219 \$ (204,310)\$ | 9,687 \$ | (9,495) \$ 1,906,054 \$ | — \$ | 1,906,054 | ||||||
| Net profit | — | — | — | — | 303,346 | — | — | — | 303,346 | — | 303,346 | ||
| Other comprehensive income | |||||||||||||
| Translation adjustments, net | — | — | — | — | — | 2,695 | — | — | 2,695 | — | 2,695 | ||
| Remeasurement of post employment benefit obligations, net of tax Fair value adjustment on equity |
— | — | — | — | 1,024 | — | — | — | 1,024 | — | 1,024 | ||
| investments Net loss on cash flow hedges and reclassifications to |
— | — | — | — | — | — | — | 55,456 | 55,456 | — | 55,456 | ||
| income statement, net of taxes | — | — | — | — | — | — | (14,781) | — | (14,781) | — | (14,781) | ||
| Total other comprehensive income (loss) |
— | — | — | — | 1,024 | 2,695 | (14,781) | 55,456 | 44,394 | — | 44,394 | ||
| Total comprehensive income (loss) |
— | — | — | — | 304,370 | 2,695 | (14,781) | 55,456 | 347,740 | — | 347,740 | ||
| Transactions with shareholders | |||||||||||||
| Cash dividends - \$1.50 per Common Share |
— | — | — | — | (80,286) | — | — | — | (80,286) | — | (80,286) | ||
| Total transactions with shareholders |
— | — | — | — | (80,286) | — | — | — | (80,286) | — | (80,286) | ||
| Balance, August 31, 2024 | \$ 58,524 \$ |
14 \$ | 195,466 \$(111,051) \$ 2,191,303 \$ (201,615)\$ | (5,094 ) \$ | 45,961 \$ 2,173,508 \$ | — \$ | 2,173,508 | ||||||
| Balance, December 1, 2024 | \$ 58,524 \$ |
14 \$ | 195,466 \$(111,051) \$ 2,216,245 \$ (236,700)\$ | (1,124 ) \$ | 30,960 \$ 2,152,334 \$ | — \$ | 2,152,334 | ||||||
| Comprehensive income | |||||||||||||
| Net profit | — | — | — | — | 290,606 | — | — | — | 290,606 | — | 290,606 | ||
| Other comprehensive income | |||||||||||||
| Translation adjustments, net | — | — | — | — | — | 65,268 | — | — | 65,268 | — | 65,268 | ||
| Remeasurement of post employment benefit obligations, net of tax |
— | — | — | — | (364) | — | — | — | (364) | — | (364) | ||
| Fair value adjustment on equity investments |
— | — | — | — | — | — | — | 16,640 | 16,640 | — | 16,640 | ||
| Net loss on cash flow hedges and reclassifications to income statement, net of taxes |
— | — | — | — | — | — | (9,067) | — | (9,067) | — | (9,067) | ||
| Total other comprehensive (loss) income |
— | — | — | — | (364) | 65,268 | (9,067) | 16,640 | 72,477 | — | 72,477 | ||
| Total comprehensive income (loss) |
— | — | — | — | 290,242 | 65,268 | (9,067) | 16,640 | 363,083 | — | 363,083 | ||
| Transactions with shareholders | |||||||||||||
| Cash dividends paid - \$1.25 per Common Share |
— | — | — | — | (67,060) | — | — | — | (67,060) | — | (67,060) | ||
| Purchase of Treasury shares | — | — | — | (8,933) | — | — | — | — | (8,933) | — | (8,933) | ||
| Consolidation of Avenir LNG Ltd |
— | — | — | — | — | — | — | — | — | 6,350 | 6,350 | ||
| Acquisition of Avenir LNG Ltd non-controlling interests |
— | — | — | — | (1,135) | — | — | — | (1,135) | (6,350) | (7,485) | ||
| Transfer on disposal of Ganesh Benzoplast Ltd shares |
— | — | — | — | 527 | — | — | (527) | — | — | — | ||
| Total transactions with shareholders |
— | — | — | (8,933) | (67,668) | — | — | (527) | (77,128) | — | (77,128) | ||
| Balance, August 31, 2025 | \$ 58,524 \$ |
14 \$ | 195,466 \$ (119,984) \$ 2,438,819 \$ (171,432)\$ | (10,191) \$ | 47,073 \$ 2,438,289 \$ | — \$ | 2,438,289 |
| For the Nine Months Ended | |||
|---|---|---|---|
| Notes | August 31, 2025 |
August 31, 2024 |
|
| (in thousands) | |||
| Cash generated from operations | 3 | \$ 577,327 |
\$ 343,025 |
| Interest paid | (105,266) | (93,071) | |
| Debt issuance costs | (1,932) | (4,652) | |
| Interest received | 3,791 | 10,861 | |
| Income taxes paid | (43,801) | (17,061) | |
| Net cash generated by operating activities | 430,119 | 239,102 | |
| Cash flows from investing activities | |||
| Capital expenditures | 6 | (187,103) | (132,908) |
| Purchase of intangible assets | 6 | (6,244) | (5,483) |
| Deposits for newbuildings | 6 | (24,970) | (41,328) |
| Acquisition of additional shares in Avenir LNG Ltd, net of cash | |||
| acquired | 9 | (71,541) | — |
| Acquisition of additional shares in Hassel Shipping 4 AS, net of | |||
| cash acquired | 9 | (90,285) | — |
| Proceeds from sale of assets | 39,780 | 62,233 | |
| Investment in joint ventures and associates | — | (6,270) | |
| Purchase of shares in equity instruments | (10,535) | (35,600) | |
| Purchase of Golar convertible notes | (12,000) | — | |
| Advances to joint ventures and associates | (52,579) | (65,169) | |
| Repayment of advances to joint ventures and associates | 1,118 | 4,993 | |
| Other, net | 813 | 673 | |
| Net cash used in investing activities | (413,546) | (218,859) | |
| Cash flows from financing activities | |||
| Increase in loans payable to banks | 83,000 | — | |
| Proceeds from issuance of long-term debt | 7 | 210,000 | 517,633 |
| Repayment of long-term debt | 7 | (290,387) | (467,161) |
| Principal payments on leases | (51,958) | (45,675) | |
| Purchase of treasury shares | (8,933) | — | |
| Dividends paid | 5 | (134,032) | (133,876) |
| Net cash used in financing activities | (192,310) | (129,079) | |
| Net decrease in cash and cash equivalents | (175,737) | (108,836) | |
| Effect of exchange rate changes on cash and cash equivalents | 1,687 | (949) | |
| Cash and cash equivalents at beginning of the period | 334,738 | 446,515 | |
| Cash and cash equivalents at the end of the period | \$ 160,688 |
\$ 336,730 |
The unaudited condensed consolidated interim financial statements of Stolt-Nielsen Limited (the "Company" or "SNL"), a Bermuda-registered company, and its subsidiaries (collectively, the "Group") are prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as adopted by the European Union and in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting. The unaudited condensed consolidated interim financial statements should be reviewed in conjunction with the audited Consolidated Financial Statements for the year ended November 30, 2024, to fully understand the current financial position of the Group.
As part of the going concern valuation, Management considered the following large expenditures that have occurred or are expected to occur between September 1, 2025 and February 28, 2027:
These future expenditures are mitigated by the following:
In the opinion of Management, the Group has adequate resources to continue to operate as a going concern for the foreseeable future and to comply with all debt covenants. If for any reason the Group is unable to continue as a going concern, then this could have an impact on the Group's ability to realise assets at their recognised values, in particular goodwill and other intangible assets, and to extinguish liabilities in the normal course of business at the amounts stated in the consolidated financial statements.
The accounting policies applied are consistent with those described in the Consolidated Financial Statements for the year ended November 30, 2024. No new IFRS became effective in the nine months ended August 31, 2025 which had a material effect on the Group.
| For the Nine Months Ended | ||||
|---|---|---|---|---|
| August 31, 2025 |
August 31, 2024 |
|||
| (in thousands) | ||||
| Net profit | \$ 290,606 |
\$ | 303,346 | |
| Adjustments to reconcile net profit to net cash from operating activities: | ||||
| Depreciation of property, plant and equipment | 247,739 | 219,110 | ||
| Amortisation of intangible assets | 3,846 | 2,948 | ||
| Finance expense, net | 100,576 | 82,422 | ||
| Net periodic expense for defined benefit pension plans | 401 | 962 | ||
| Income tax expense | 33,180 | 29,822 | ||
| Share of profit of joint ventures and associates | (31,613) | (56,929) | ||
| Fair value adjustment on biological assets | (10,752) | 1,750 | ||
| Foreign currency related (gain) loss | (1,701) | 1,711 | ||
| Gain on step-up acquisition of Avenir LNG Limited and Hassel Shipping 4 | ||||
| A.S. | (75,190) | — | ||
| Gain on disposal of assets, net | (464) | (9,076) | ||
| Changes in assets and liabilities: | ||||
| Decrease (increase) in receivables | 55,326 | (4,427) | ||
| Decrease (increase) in inventories | 3,276 | (468) | ||
| (Increase) decrease in biological assets | (2,092) | 482 | ||
| Decrease in prepaid expenses and other current assets | 4,615 | 23,295 | ||
| (Decrease) increase in accounts payable and other current liabilities | (56,143) | 12,087 | ||
| Payment of the MSC Flaminia provision | — | (290,000) | ||
| Contributions to defined benefit pension plans | (847) | (2,342) | ||
| Dividends from joint ventures and associates | 19,777 | 28,643 | ||
| Other, net | (3,213 ) | (311) | ||
| Cash generated from operations | \$ 577,327 |
\$ | 343,025 |
The segment information is provided on the same basis as stated in the Consolidated Financial Statements for the year ended November 30, 2024.
The following tables show the summarised financial information, in US thousands of dollars, for each reportable segment:
| Tankers | Terminals | Tank Containers |
Stolt Sea Farm |
Stolt Nielsen Gas |
Corporate and Other |
Total | |
|---|---|---|---|---|---|---|---|
| For the three months ended August 31, 2025 | |||||||
| Operating revenue | \$ 395,192 \$ |
78,958 | \$ 164,235 |
\$ 39,566 |
\$ 19,834 |
\$ 2,095 |
\$ 699,880 |
| Operating expenses | (264,279) | (28,385) | (116,100) | (14,471) | (11,575) | (3,944) | (438,754) |
| Depreciation and amortisation | (47,587) | (16,822) | (15,025) | (2,389) | (2,305) | (1,736) | (85,864) |
| Share of profit (loss) of joint ventures | |||||||
| and associates | 2,947 | 7,322 | 299 | — | (1,460) | — | 9,108 |
| Administrative and general expenses | (29,068) | (14,938) | (21,659) | (3,967) | (1,262) | (3,723) | (74,617) |
| Operating profit (loss) | 57,190 | 26,322 | 11,736 | 18,609 | 3,232 | (7,669) | 109,420 |
| Finance expense (a) | (20,223) | (11,780) | (4,476) | (1,302) | (5,149) | 6,705 | (36,225) |
| Finance income | 892 | 531 | 89 | 9 | 219 | (28) | 1,712 |
| Profit (loss) before income tax | 38,724 | 15,532 | 8,386 | 17,427 | (852) | (1,308) | 77,909 |
| Income tax expense | (1,229) | (2,777) | (1,691) | (4,300) | (154) | (3,789) | (13,940) |
| Net profit (loss) | 37,495 | 12,755 | 6,695 | 13,127 | (1,006) | (5,097) | 63,969 |
| Capital expenditures (b) | 22,656 | 33,171 | — | 2,452 | 15,209 | 326 | 73,814 |
| For the nine months ended August 31, 2025 | |||||||
| Operating revenue | \$ 1,223,934 \$ |
234,502 \$ | 481,816 | \$ 100,967 \$ |
45,084 | \$ 2,095 |
\$ 2,088,398 |
| Operating expenses | (821,466) | (82,721 ) | (338,820) | (46,856 ) | (26,072 ) | (4,222) | (1,320,157) |
| Depreciation and amortisation | (139,639) | (48,652 ) | (43,666) | (6,363 ) | (8,623 ) | (4,642) | (251,585) |
| Share of profit (loss) of joint ventures | |||||||
| and associates | 14,687 | 22,748 | 1,006 | — | (6,828 ) | — | 31,613 |
| Administrative and general expenses | (83,130) | (42,680 ) | (62,513) | (10,669 ) | (3,842 ) | (15,152) | (217,986) |
| Operating profit (loss) | 194,340 | 83,686 | 39,053 | 36,696 | 3 | (22,819) | 330,959 |
| Finance expense (a) | (58,550) | (35,092 ) | (14,354) | (3,636 ) | (13,489 ) | 19,084 | (106,037) |
| Finance income | 2,177 | 1,296 | 303 | 52 | 358 | 1,275 | 5,461 |
| Profit before income tax | 183,806 | 50,884 | 26,599 | 33,254 | 21,723 | 7,520 | 323,786 |
| Income tax expense | (2,504) | (11,623 ) | (6,951) | (8,128 ) | (133 ) | (3,841) | (33,180) |
| Net profit | 181,302 | 39,261 | 19,648 | 25,126 | 21,590 | 3,679 | 290,606 |
| Capital expenditures (b) | 444,996 | 101,767 | 19,793 | 11,802 | 331,932 | 2,832 | 913,122 |
| As of August 31, 2025 | |||||||
| Investments in and advances to | |||||||
| joint ventures and associates | 278,907 | 340,248 | 26,805 | — | 13,706 | — | 659,666 |
| Segment assets | 2,534,148 | 1,529,756 | 692,116 | 207,469 | 497,823 | 187,727 | 5,649,039 |
(a) Interest is allocated to the business segments based on the average interest rate of the Group times a percentage of each segment's net asset base.
(b) Capital expenditures include additions to property, plant and equipment, ship deposits and intangible assets other than goodwill including additions resulting from acquisitions through business combinations. Capital expenditures do not include capitalised right-of-use assets.
| Tankers | Terminals | Tank Containers |
Stolt Sea Farm |
Stolt Nielsen Gas |
Corporate and Other |
Total | ||
|---|---|---|---|---|---|---|---|---|
| For the three months ended August 31, 2024 | ||||||||
| Operating revenue | \$ 455,586 \$ |
76,820 \$ | 166,829 | \$ 33,553 \$ |
— | \$ — |
\$ 732,788 |
|
| Operating expenses | (300,598) | (27,744) | (118,371) | (25,028) | — | (469) | (472,210) | |
| Depreciation and amortisation | (41,106) | (16,179) | (14,443) | (2,352) | — | (1,494) | (75,574) | |
| Share of profit (loss) of joint ventures and associates |
13,625 | 7,133 | 749 | — | (1,479) | — | 20,028 | |
| Administrative and general expenses | (25,893) | (12,791) | (19,749) | (3,250) | (138) | (11,179) | (73,000) | |
| Operating profit (loss) | 107,132 | 27,416 | 16,557 | 2,854 | (1,617) | (13,091) | 139,251 | |
| Finance expense (a) | (16,990) | (11,565) | (4,555) | (1,127) | (1,777) | 4,069 | (31,945) | |
| Finance income | 19 | 356 | 128 | 10 | — | 1,840 | 2,353 | |
| Profit (loss) before income tax | 91,307 | 16,120 | 11,064 | 1,391 | (2,731) | (6,228) | 110,923 | |
| Income tax (expense) benefit | (271) | (3,632) | (2,174) | 1,471 | — | (7,117) | (11,723) | |
| Net profit (loss) | 91,036 | 12,488 | 8,890 | 2,862 | (2,731) | (13,345) | 99,200 | |
| Capital expenditures (b) | 14,312 | 20,287 | 13,247 | 4,684 | — | 2,151 | 54,681 | |
| For the nine months ended August 31, 2024 | ||||||||
| Operating revenue | \$ 1,364,662 \$ |
230,037 \$ | 490,037 | \$ 95,761 \$ |
— \$ | 753 | \$ 2,181,250 |
|
| Operating expenses | (909,549) | (81,525) | (350,111) | (57,940) | — | 149 | (1,398,976) | |
| Depreciation and amortisation | (120,565) | (47,839) | (42,635) | (6,756) | — | (4,263) | (222,058) | |
| Share of profit (loss) of joint ventures | ||||||||
| and associates | 42,347 | 21,223 | 1,606 | — | (8,247) | — | 56,929 | |
| Administrative and general expenses | (77,734) | (38,216) | (58,561) | (8,953) | (558) | (35,079) | (219,101) | |
| Operating profit (loss) | 306,685 | 84,164 | 42,349 | 21,981 | (8,805) | (38,214) | 408,160 | |
| Finance expense (a) | (51,460) | (34,778) | (13,815) | (3,475) | (4,939) | 15,184 | (93,283) | |
| Finance income | 59 | 973 | 375 | 48 | 1 | 9,405 | 10,861 | |
| Profit (loss) before income tax | 257,217 | 50,207 | 27,189 | 18,377 | (11,712) | (8,110) | 333,168 | |
| Income tax expense | (1,859) | (9,571) | (7,102) | (2,754) | — | (8,536) | (29,822) | |
| Net profit (loss) | 255,358 | 40,636 | 20,087 | 15,623 | (11,712) | (16,646) | 303,346 | |
| Capital expenditures (b) | 79,592 | 58,363 | 25,307 | 9,737 | — | 7,708 | 180,707 | |
| As of November 30, 2024 | ||||||||
| Investments in and advances to | ||||||||
| joint ventures and associates | 294,715 | 315,004 | 27,250 | — | 82,594 | — | 719,563 | |
| Segment assets | 2,234,290 | 1,412,516 | 674,689 | 159,499 | 187,855 | 433,753 | 5,102,602 |
(a) Interest is allocated to the business segments based on the average interest rate of the Group times a percentage of each segment's net asset base.
(b) Capital expenditures include additions to property, plant and equipment, ship deposits and intangible assets other than goodwill including additions resulting from acquisitions through business combinations. Capital expenditures do not include capitalised right-of-use assets.
The following table sets out the key elements of the sources of revenue:
| Tank | Stolt | Stolt-Nielsen | ||||||
|---|---|---|---|---|---|---|---|---|
| Tankers | Terminals | Containers | Sea Farm | Gas | Other | Total | ||
| For the three months ended August 31, 2025 | ||||||||
| Revenue recognised over time: | ||||||||
| Freight revenue | \$ 348,811 |
\$ – |
\$ 119,081 |
\$ | – | \$ – |
– | \$ 467,892 |
| Storage and throughput revenue | – | 54,454 | – | \$ | – | – | \$ – |
\$ 37 54,454 |
| Ship time charters | – | – | – | – | – | 10,344 | – | 7, 10,344– |
| 348,811 | 54,454 | 119,081 | – | 10,344 | – | 23 532,690 |
||
| Revenue recognised at a point in time: | 4 37 |
|||||||
| Demurrage, bunker surcharge and ancillary | 7, | |||||||
| revenue | 46,381 | – | 45,154 | – | – | – | 23 91,535 |
|
| Turbot and sole | – | – | – | 39,566 | – | – | 4 39,566 |
|
| Rail revenue | – | 5,577 | – | – | – | – | 5,577– | |
| Utility revenue | – | 7,342 | – | – | – | – | 7,342– | |
| Dock, product handling and other revenue | – | 11,585 | – | – | – | 2,095 | 13,680 | |
| Sale of LNG and rendering of services | – | – | – | – | 9,490 | – | 9,490– | |
| 46,381 | 24,504 | 45,154 | 39,566 | 9,490 | 2,095 | 167,190 | ||
| \$ 395,192 |
78,958 | \$ 164,235 |
\$ | 39,566 | \$ 19,834 |
\$ 2,095 \$ |
61 699,880 |
|
| \$ | \$ | \$ | ,0 43 |
|||||
| 18 8, |
||||||||
| For the nine months ended August 31, 2025 | 25 | |||||||
| Revenue recognised over time: | 2 | |||||||
| Freight revenue | \$ 1,064,108 1,528,990 |
\$ – |
\$ 357,587 |
\$ | – | \$ – |
\$ – \$ |
\$ 1,421,695 |
| Storage and throughput revenue | – | 158,498 | – | – | – | – | 158,498 | |
| Ship time charters | – 273,924 |
– | – | – | 19,890 | – | 19,890 | |
| 1,064,108 – |
158,498 | 357,587 | – | 19,890 | – | 1,600,083 | ||
| Revenue recognised at a point in time: | – | |||||||
| Demurrage, bunker surcharge and ancillary | 1,528,990 – |
|||||||
| revenue | 159,826 – 273,924 |
– | 124,229 | – | – | – | 284,055 | |
| Turbot and sole | – 273,924 – |
– | – | 100,967 | – | – | 100,967 | |
| Rail revenue | – 1,802,914 – |
15,933 | – | – | – | – | 15,933 | |
| Utility revenue | – 1,528,990 – |
24,242 | – | – | – | – | 24,242 | |
| Dock, product handling and other revenue | – – |
35,829 | – | – | – | 2,095 | 37,924 | |
| Sale of LNG and rendering of services | – 273,924 |
– | – | – | 25,194 | – | 25,194 | |
| 159,826 1,802,914 |
76,004 | 124,229 | 100,967 | 25,194 | 2,095 | 488,315 | ||
| \$ 1,223,934 1,528,990 |
\$ 234,502 |
\$ 481,816 |
\$ | 100,967 | \$ 45,084 |
\$ 2,095 |
\$ 2,088,398 |
| Tankers | Terminals | Tank Containers |
Stolt Sea Farm |
Other | Total | ||
|---|---|---|---|---|---|---|---|
| For the three months ended August 31, 2024 | |||||||
| Revenue recognised over time: | |||||||
| Freight revenue | \$ 390,656 |
\$ – |
\$ 125,437 |
\$ – |
\$ | – | \$ 516,093 |
| Storage and throughput revenue | – | 51,744 | 166,829 – |
\$ – |
– | \$ 622,415 51,744 |
|
| 390,656 | 76,820 51,744 |
125,437 | – | – | 76,820 567,837 |
||
| Revenue recognised at a point in time: | 455,586 | 76,820 | 166,829 | 699,235 | |||
| Demurrage, bunker surcharge and ancillary revenue | 64,930 | – | 41,392 | – | – | 106,322 | |
| Turbot and sole | – | – | 4 – |
33,553 | – | - 33,553 |
|
| Rail revenue | – | 5,140 | – | 33,553 – |
– | 33,555,13 5,140 | |
| Utility revenue | – | 7,487 | – | – | – | 7,487 | |
| Dock, product handling and other revenue | – | 12,449 | – | – | – | - 12,449 |
|
| 64,930 | 25,076 | 41,392 | 33,553 | (664) – – |
164,951 | ||
| \$ 455,586 455,586 |
\$ 76,820 76,820 |
\$ 166,829 166,829 |
\$ 33,553 |
\$ \$ |
– | \$ 32,889 732,788 732,124 |
|
| For the nine months ended August 31, 2024 | |||||||
| Revenue recognised over time: | |||||||
| Freight revenue | \$ 1,151,756 |
\$ – |
\$ 371,403 |
\$ – |
\$ | – | \$ 1,523,159 |
| Storage and throughput revenue | – | 153,046 | – | – | – | \$ 153,046 |
|
| 1,151,756 | 153,046 | 371,403 | – | – | 1,676,205 | ||
| Revenue recognised at a point in time: | |||||||
| Demurrage, bunker surcharge and ancillary revenue | 212,906 | – | 118,634 | – | – | 331,540 | |
| Turbot and sole | – | – | – | 95,761 | – | 95,761 | |
| Rail revenue | – | 16,307 | – | – | – | 16,307 | |
| Utility revenue | – | 24,662 | – | – | – | 24,662 | |
| Dock, product handling and other revenue | – | 36,022 | – | – | 753 | 36,775 | |
| 212,906 | 76,991 | 118,634 | 95,761 | 753 | 505,045 | ||
| \$ 1,364,662 |
\$ 230,037 |
\$ 490,037 |
\$ 95,761 |
\$ | 753 | \$ 2,181,250 |
The Group's authorised share capital consists of 65,000,000 Common shares, par value of \$1 per share, and 16,250,000 Founder's shares, par value of \$0.001 per share.
| Founder's Shares par value \$0.001 per share |
Common Shares par value \$1 per share |
|
|---|---|---|
| Balance at August 31, 2025: | ||
| Shares Issued | 14,630,949 | 58,523,796 |
| Less Treasury Shares | (1,350,750 ) | (5,403,000) |
| Shares Outstanding | 13,280,199 | 53,120,796 |
The Board has authorised the purchase of up to \$30.0 million worth of the Company's Common Shares, of which the Company has utilised \$21.3 million prior to 2024. During 2025, the Company acquired an additional 403,000 shares for \$8.9 million, completing the programme.
In the second quarter of 2025, the shareholders at the Annual General Meeting authorised the purchase of up to \$20.0 million worth of the Company's Common Shares, of which nothing has been utilised.
On February 11, 2025, the Company's Board of Directors recommended a final dividend for 2024 of \$1.25 per Common share. The dividend was approved at the Group's Annual General Meeting for shareholders held on April 17, 2025 in Bermuda. The total amount of the dividend was \$67.1 million and paid on May 7, 2025. This brings the total dividends for 2024 to \$2.50 per share.
On November 7, 2024, the Company's Board of Directors declared an interim dividend of \$1.25 per Common share and \$0.005 per Founder's share to shareholders of record as of November 22, 2024. The total amount of the dividend was \$67.0 million, which was classified as an interim dividend and paid on December 4, 2024.
During the three months ended August 31, 2025, the Group spent \$50.5 million on property, plant and equipment. Cash spent during the quarter primarily reflected (a) \$20.7 million on tankers capital expenditures, (b) \$4.0 million on drydocking of ships, (c) \$28.5 million on terminal capital expenditures, (d) \$0.3 million on the acquisition of tank containers and construction at STC depots and (e) \$3.9 million on Stolt Sea Farm capital expenditures.
During the nine months ended August 31, 2025, the Group spent \$187.1 million on property, plant and equipment. Cash spent during the period primarily reflected (a) \$60.3 million on tankers capital expenditures, including \$2.4 million of capitalised interest, (b) \$12.8 million on drydocking of ships, (c) \$92.0 million on terminal capital expenditures, including \$2.9 million of capitalised interest, (d) \$23.7 million on the acquisition of tank containers and construction at STC depots and (e) \$12.1 million on Stolt Sea Farm capital expenditures.
During the nine months ended August 31, 2025, the Group paid deposits of \$25.0 million for tanker and Avenir newbuildings. See Note 10.
During the three months and nine months ended August 31, 2025, respectively, \$51.9 million and \$65.2 million of right-of-use assets have been capitalised, net of retirements.
During the nine months ended August 31, 2025, the Group spent \$6.2 million on intangible assets, mainly on computer software. Revaluation for foreign exchange differences on goodwill and other intangibles was a gain of \$2.5 million in the same period.
| Cashflows For the Nine Months Ended |
|||||
|---|---|---|---|---|---|
| August 31, 2025 |
August 31, 2024 |
||||
| (in thousands) | |||||
| Short-term bank loans | \$ 83,000 |
\$ | – | ||
| Proceeds from issuance of long-term debt | 210,000 | 517,633 | |||
| Repayment of long-term debt | (290,387) | (467,161) |
Short-term bank loans consist of debt obligations to banks under uncommitted lines of credit and bank overdraft facilities. As of August 31, 2025, the Group had \$83.0 million of uncommitted lines of credit outstanding as well as \$120.0 million of committed lines of credit outstanding. The Group had available undrawn committed credit lines of \$305.0 million at August 31, 2025.
Long-term debt consists of debt collateralised by mortgages on the Group's ships, tank containers and terminals and unsecured bank loans at Stolt Sea Farms, as well as \$151.9 million unsecured bond financing (\$142.9 million, after considering the cross-currency swap) at August 31, 2025. Long-term debt also includes the \$120.0 million of committed lines of credit outstanding discussed above.
On May 22, 2025, the Group refinanced its debt facility with Danish Ship Financing A/S. The refinancing raised a further \$90.0 million in debt through the addition of two ships as collateral and the top-up loan on five existing collateral ships. The financing on the two additional ships carries a fixed interest rate of less than 6.0% and has quarterly payments for six years and a final balloon payment of \$32.7 million. The refinancing also extended the maturity dates on the existing loan tranches to between 2029 to 2021. The proceeds are for general corporate purposes.
On December 10, 2024, the Group refinanced its revolving credit facility with DNB (UK) Limited and Swedbank AB that is secured by the shares in the Group's joint venture, Advario Stolthaven Antwerp N.V. (the "ASA RCF"). The ASA RCF was increased to \$120.0 million and has a maturity date in December 2026, with two one-year options to extend it further.
On December 5, 2024, the Group completed the early repayment of a portion of the CMBFL debt for four ships for \$103.0 million, including accrued interest. Additionally, on December 31, 2024 and January 2, 2025, the Group refinanced the debt on the remaining ships. As a result, the interest rate on ten ships has been fixed at less than 6.0% and the margin on the last three ships, which remain floating, was lowered.
As part of the acquisition of Avenir LNG Limited ("Avenir") on February 6, 2025, debt facilities of \$141.9 million were consolidated into the Group. Of the total, \$60.0 million consisted primarily of a three-year bridge financing using the Avenir Aspiration and Avenir Achievement as collateral. Both bear interest at SOFR plus a margin of 2.75%.
Avenir has \$25.4 million outstanding on a facility with Danske Bank using the Avenir Advantage as collateral. The facility bears interest at SOFR plus a margin of 3.0% and is repayable in quarterly instalments over a term of three years with a final balloon payment at maturity.
Avenir also has a floating rate facility with Primer Maritime PVT using Avenir Accolade and Avenir Ascension as collateral. Repayment is monthly over a term of seventeen years at SOFR plus a margin of 1.9%. The Group has an option to repurchase the ships from the end of the second year and a purchase obligation at the end of the term. Due to the existence of a purchase obligation, the transaction was treated as collateralised debt.
As part of the acquisition of Hassel Shipping 4 A.S. ("HS4") on January 31, 2025, a debt facility of \$181.0 million was consolidated into the Group. The debt facility is secured by HS4's eight ships at SOFR plus a 2.5% margin and due in 2028. There are interest rate hedges on 75% of the loan.
The Group remains in compliance with all financial covenants and believes that it will be able to satisfy working capital, capital expenditures and debt requirements for at least the next 12 months from September 1, 2025. See further discussion in Note 1 above.
The following estimated fair value amounts have been determined by the Group, using appropriate market information and valuation methodologies. Considerable judgement is required to develop these estimates of fair value, thus the estimates provided herein are not necessarily indicative of the amounts that could be realised in a current market exchange:
| August 31, 2025 | November 30, 2024 | |||||
|---|---|---|---|---|---|---|
| Carrying Amount |
Fair Value |
Carrying Amount |
Fair Value |
|||
| (in thousands) | ||||||
| Financial Assets (Amortised Cost): | ||||||
| Cash and cash equivalents | \$ 160,688 |
\$ | 160,688 | \$ 334,738 |
\$ | 334,738 |
| Receivables | 343,863 | 343,863 | 376,732 | 376,732 | ||
| Other current assets | 33,997 | 33,997 | 34,885 | 34,885 | ||
| Long-term receivable from joint ventures | 99,887 | 99,887 | 81,372 | 81,372 | ||
| Financial Assets (Fair Value): | ||||||
| Investments in equity instruments | 243,092 | 243,092 | 205,274 | 205,274 | ||
| Financial Liabilities (Amortised Cost): | ||||||
| Accounts payables (excluding withholding and | ||||||
| value-added tax) | 84,720 | 84,720 | 88,320 | 88,320 | ||
| Accrued expenses | 333,684 | 333,684 | 353,020 | 353,020 | ||
| Dividend payable | — | — | 66,972 | 66,972 | ||
| Short and long-term debt including current maturities (excluding debt issuance costs) |
2,209,608 | 2,393,486 | 1,860,497 | 1,979,333 | ||
| Other current liabilities | 42,827 | 42,827 | 56,031 | 56,031 | ||
| Derivative Financial Instruments (Fair Value): | ||||||
| Assets | ||||||
| Foreign exchange forward contracts | 3,993 | 3,993 | 3,142 | 3,142 | ||
| Interest rate swaps | 5,643 | 5,643 | 5,620 | 5,620 | ||
| Cross-currency interest rate swaps | 4,702 | 4,702 | 189 | 189 | ||
| Carbon emissions forward contracts | 24 | 24 | 400 | 400 | ||
| \$ 14,362 \$ |
14,362 | \$ 9,351 |
\$ | 9,351 | ||
| Liabilities | ||||||
| Foreign exchange forward contracts | 451 | 451 | 5,720 | 5,720 | ||
| Interest rate swaps | 11,488 | 11,488 | 5,657 | 5,657 | ||
| Cross-currency interest rate swaps | 70 | 70 | 8,636 | 8,636 | ||
| \$ 12,009 |
\$ | 12,009 | \$ 20,013 |
\$ | 20,013 |
The carrying amounts of cash and cash equivalents, receivables, other current assets, accounts payable (excluding withholding and value-added tax payables), accrued expenses, other current liabilities, short-term bank loans and dividend payable are a reasonable estimate of their fair value, due to their short maturity. Long-term debt in the table above excludes debt issuance costs of \$15.2 million and \$17.7 million, as of August 31, 2025 and November 30, 2024, respectively. The estimated value of the senior unsecured bond issues is based on traded values, while the value of the remaining long-term debt is based on interest rates as of August 31, 2025 and November 30, 2024, respectively, using the discounted cash flow methodology. The fair values of the Group's foreign exchange contracts are based on their estimated market values as of August 31, 2025 and November 30, 2024, respectively. Market value of interest rate and cross-currency interest rate swaps was estimated based on the amount the Group would receive or pay to terminate its agreements as of August 31, 2025 and November 30, 2024, respectively.
The Group had derivative assets of \$14.4 million and \$9.4 million as of August 31, 2025 and November 30, 2024 respectively, and derivative liabilities of \$12.0 million and \$20.0 million as of August 31, 2025 and November 30, 2024, respectively. All the Group's derivative activities are financial instruments entered for hedging the Group's committed exposures or firm commitments with major financial credit institutions, shipbuilders and ship-repair yards. The fair values of the Group's foreign exchange contracts and cross-currency interest rate swaps are based on their estimated market values (Level one valuation method) as of August 31, 2025 and November 30, 2024, respectively. Derivative financial instruments are measured using inputs other than quoted values (Level two valuation method). There were no changes in the valuation techniques since November 30, 2024.
The Group's investments in Golar LNG Limited ("Golar"), Ganesh Benzoplast Limited ("GBL"), Odfjell SE and The Kingfish Company N.V. ("Kingfish") are measured using quoted prices in an active market. A summary of changes in value of Investments in Equity Instruments designated as Fair Value Through Other Comprehensive Income ("FVTOCI") is summarised below:
| For the Nine Months Ended/As of | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, other than per share amounts) | August 31, 2025 |
August 31, 2024 |
August 31, 2025 |
August 31, 2024 |
||||
| Golar | Odfjell SE | |||||||
| Number of equity shares | 2,673 | 2,673 | 8,239 | 8,239 | ||||
| Percentage of outstanding shares | 2.5% | 2.5% | 13.6% | 13.6% | ||||
| Share price at end of period | \$ | 43.82 | \$ | 26.29 | \$ | 11.87 | \$ | 13.66 |
| Dividends received | 2,011 | 2,044 | 6,478 | 5,240 | ||||
| Gain on FVTOCI | 11,893 | 31,271 | 8,650 | 26,825 | ||||
| Cumulative gain (loss) on FVTOCI | 10,734 | (17,410) | 37,748 | 59,003 | ||||
| Convertible loan notes | 12,000 | – | – | – | ||||
| Value of investment | \$ | 129,117 | \$ | 88,974 | \$ | 97,822 | \$ | 112,578 |
| GBL | Kingfish | |||||||
| Number of equity shares | 4,361 | 6,111 | 17,552 | 9,238 | ||||
| Percentage of outstanding shares | 6.1% | 9.4% | 12.3% | 8.3% | ||||
| Share price at end of period | \$ | 1.05 | \$ | 1.71 | \$ | 0.51 | \$ | 0.68 |
| Loss on FVTOCI | (3,485) | (569) | (418) | (2,071) | ||||
| Cumulative gain (loss) on FVTOCI | 783 | 6,668 | (2,192) | (2,300) | ||||
| Convertible loan | – | – | 2,652 | 2,652 | ||||
| Value of investment | \$ | 4,584 | \$ | 12,141 | \$ | 11,569 | \$ | 7,742 |
| Total | ||||||||
| Dividends received | \$ | 8,489 | \$ | 7,284 | ||||
| Gain on FVTOCI | 16,640 | 55,456 | ||||||
| Cumulative gain on FVTOCI | 47,043 | 45,961 | ||||||
| Convertible loan notes / loan | 14,652 | 2,652 | ||||||
| Value of investment | \$ | 243,092 | \$ | 221,435 |
During the three months ended February 28, 2025, the Group acquired a further 7,936,024 shares of Kingfish for \$3.7 million.
During the three months ended August 31, 2025, the Group disposed of 1,750,000 shares of GBL for \$2.1 million, resulting in a gain of \$0.5 million which has been transferred to retained earnings.
During the three months ended August 31, 2025, the Group subscribed for \$12.0 million in the Golar LNG Limited's \$500.0 million 2.75% Convertible Senior Notes due 2030 (the "Golar Notes"). The Golar Notes are convertible to 17.3834 common shares per \$1,000 principal amount of the Golar Notes and redeemable by Golar at their option after December 20, 2028 under certain conditions.
Revaluation for foreign exchange differences on Investments in equity instruments was a gain of \$7.6 million and a loss of \$2.5 million as of August 31, 2025 and 2024, respectively.
On January 27, 2025, the Group entered into a share purchase agreement (the "SPA") to acquire the 46.9% of Avenir owned by Golar and Hoegh's ownership interests (the "Avenir Transaction"). The Avenir Transaction was completed on February 6, 2025. Underthe terms ofthe SPA, the Group acquired the sharesfor \$1.00/share or approximately \$79.6 million. AftertheTransaction, the Group acquired an additional 1.9% of Avenirsharesfrom other Avenir shareholders at \$1.00 pershare.
On March 5, 2025, the Group launched a compulsory offer for the remaining 4.2% of Avenir shares at \$1.00 per share, which was completed in April 2025. This purchase was accounted for as a transaction between shareholders and a \$1.1 million loss has been recognised in retained earnings on the derecognition of the non-controlling interest.
The Group's purpose of acquiring the remaining shares of Avenir wasto strengthen its position in the LNG sector and identify more sustainable energy solutions.
The reported purchase consideration,fair values and thepurchase price allocation arepreliminary and subjectto change. As permitted under IFRS 3, if new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the below amounts, or any additional provisionsthat existed at the date of acquisition, then the accounting for this acquisition will be revised.
The following table summarisesthe preliminary consideration transferred to acquire Avenir on February 6, 2025 and the amounts of identified assets acquired and liabilities assumed at that date.
| (in thousands) | |
|---|---|
| Cash consideration for equity | \$ 81,905 |
| Share of closing net debt and shareholder loan to SNL | 75,021 |
| Share of working capital | (1,518) |
| Total consideration | \$ 155,408 |
| Fair value of the Group's investment in Avenir before the | |
| business combination | 77,951 |
| Non-controlling interest | 6,350 |
Recognised amounts of identifiable assets acquired and liabilities assumed:
| Transfer | Fair value | ||
|---|---|---|---|
| (in thousands) | value | adjustments | Total |
| Cash and cash equivalents | \$ 17,850 |
\$ – \$ |
17,850 |
| Net working capital | (3,035) | – | (3,035) |
| Newbuildings | 25,166 | (18,218) | 6,948 |
| Ships in service | 210,213 | 99,562 | 309,775 |
| Shareholder loan to the Group | (27,989) | – | (27,989) |
| Debt related to ships | (140,192) | (1,905) | (142,097) |
| Net assets acquired | \$ 82,013 |
\$ 79,439 |
161,452 |
| Consideration paid for net assets and non-controlling | |||
| interest | 166,207 | ||
| Goodwill | \$ | 4,755 |
As a result of the Group obtaining control over Avenir, the Group's previously held 47% interest was remeasured to fair value, resulting in a gain of \$32.5 million. The gain has been recognised as Gain on step-up acquisition of Avenir LNG Limited and Hassel Shipping 4 A.S.
From the date of acquisition to August 31, 2025, Avenir contributed \$45.1 million of revenue and a \$1.9 million net profit to the Group's results. If the acquisition had occurred on December 1, 2024, management estimates that Avenir would have contributed \$58.7 million of revenue and an incremental \$0.8 million of net loss to the Group's result. In determining these amounts, management has assumed that the fair value adjustments determined provisionally at the date of acquisition would have been the same if the acquisition had occurred on December 1, 2024.
The fair value of the non-controlling interest of \$6.4 million and the Group's previously held equity interest of \$45.9 million was estimated by applying a market approach. These fair value measurements are based on significant inputs not observable in themarket and thusrepresent Level 3 measurements.
Avenir's goodwill is attributable to the synergies expected to arise afterthe Group's acquisition of Avenir.
Avenir'sin-service fleet includesfive LNG ships, built between 2020 and 2022 plus deposits for two newbuildings to be delivered between 2026 and 2027. The Group has recognised the shipsin-service and the newbuilding deposits in the opening balance sheet at their fair value based on the guidance in IFRS 13 Fair Value. Further, the useful economic lives of allrecognised assets were assessed at the opening balance sheet dates and any changes applied prospectively. The income approach was used in the valuation ofthese ships which considered the present value of future cash flows and earnings expectationsfor each vessel and itsresidual value.
Please refer to Note 10 for information on commitments related to newbuildings.
On January 31, 2025, the Group acquired the ownership interest of J.O. Invest AS in Hassel Shipping 4 AS ("HS4") for \$111.9 million. This amount will be adjusted for changes in working capital and debt. This acquisition increased the Group's ownership interest to 100% in which case HS4 became a consolidated subsidiary of the Group on this date. HS4 was previously recorded using the equity method of accounting. The Group's purpose in acquiring the remaining ownership interest was to address the tonnage replacement needs of the Group's existing chemical tanker fleet.
The reported purchase consideration, fair values and the purchase price allocation are preliminary and subject to change. As permitted under IFRS 3, if new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the below amounts, or any additional provisions that existed at the date of acquisition, then the accounting for this acquisition will be revised.
The following table summarises the preliminary consideration transferred to acquire HS4 and the amounts of identified assets acquired and liabilities assumed at the acquisition date.
| (in thousands) | |
|---|---|
| Cash consideration for equity | \$ 111,851 |
| Share of closing net debt and interest rate swap assumed | 77,548 |
| Share of working capital | (3,873) |
| Total consideration | \$ 185,526 |
| Fair value of the Group's investment in HS4 before the business combination |
111,851 |
Recognised amounts of identifiable assets acquired and liabilities assumed:
| (in thousands) | Transfer value |
Fair value adjustments |
Total |
|---|---|---|---|
| Cash and cash equivalents | \$ 21,364 |
\$ – \$ |
21,364 |
| Net working capital | 7,746 | – | 7,746 |
| Derivatives | 5,541 | – | 5,541 |
| Ships in service | 283,970 | 87,081 | 371,051 |
| Debt related to ships | (180,949) | (1,051) | (182,000) |
| Net assets acquired | \$ 137,672 |
\$ 86,030 \$ |
223,702 |
As a result of the Group obtaining control over HS4, the Group's previously held 50% interest was remeasured to fair value, resulting in a gain of \$42.6 million. The gain has been recognised as Gain on step-up acquisition of Avenir LNG Limited and Hassel Shipping 4 A.S. on the Condensed consolidated interim income statement.
The fair value of the Group's previously held equity interest of \$67.0 million was estimated by applying a market approach. These fair value measurements are based on significant inputs not observable in themarket and thusrepresent Level 3 measurements.
HS4's in-service fleet includes eight chemical tankers, built between 2016 and 2018. The Group has recognised the ships in-service in the opening balance sheet at their fair value based on the guidance in IFRS 13 Fair Value. Further, the useful economic lives of all recognised assets were assessed at the opening balance sheet dates and any changes applied prospectively.The income approachwas used in the valuation ofthese shipswhich considered thepresentvalue of future cash flows and earnings expectationsfor each vessel and itsresidual value.
HS4's debt which issecured by the eightships are at SOFR plus a 2.5% margin with a \$130.0 million balloon payment due in 2028. There are interest rate hedges on 75% of the loan. The debt issuance costs were reversed upon acquisition.
From the date of acquisition to August 31, 2025, HS4 contributed \$52.5 million of revenue and \$7.8 million of net profit to the Group's results. If the acquisition had occurred on December 1, 2024, revenue would not have changed as HS4 was a participant in the Joint Service. Management estimates that HS4 would have contributed an incremental \$10.4 million of net profit to the Group's result. In determining these amounts, management has assumed that the fair value adjustments determined provisionally at the date of acquisition would have been the same if the acquisition had occurred on December 1, 2024.
As of August 31, 2025 and November 30, 2024, the Group had total investment and capital expenditure commitments outstanding of approximately \$704.7 million and \$655.3 million, respectively. At August 31, 2025, the Group's purchase commitments consisted of tanker projects for \$381.9 million, including six newbuilding contracts for tankers as discussed below. Additional purchase commitments included terminal projects of \$61.7 million, tank container projects of \$107.0 million and \$24.2 million in Sea Farm.
Of the total, \$295.4 million commitments at August 31, 2025 are expected to be paid within the next 12 months. The commitments will either be paid out of existing liquidity or through external financing.
On December 19, 2024, the Group contracted for two 2,800 deadweight tonne stainless steel inland barges. These ships will be built in China with expected delivery late 2026 to early 2027. The total cost for the two barges is \$24.0 million including capitalised interest.
Avenir LNG Limited entered into a shipbuilding contract on April 25, 2024 with Nantong CIMC Sinopacific Offshore & Engineering Co. Ltd in China for two 20,000 cbm LNG bunker and supply carriers which are scheduled for delivery in 2026 and 2027. The total cost for the two ships is expected to be approximately \$168.7 million, including site team costs and capitalised interest.
On December 15, 2023, the Group contracted for six 38,000 deadweight tonne stainless steel parcel tankers. These ships will be built by Wuhu Shipyards with expected delivery between 2026 to 2028. The total cost for the six ships is expected to be approximately \$457.6 million, including site team costs and capitalised interest.
The Group's joint ventures and associates had \$685.7 million of total capital expenditure commitments on August 31, 2025 of which \$123.7 million is expected to be paid within the next 12 months. Of the total commitments, \$435.4 million related to newbuilding contracts for NYK Stolt Tankers S.A, as detailed below. In addition, \$64.3 million related to two 16,000 dwt newbuildings at NYK Stolt Shipholding Pte. Ltd. and \$18.4 million related to a planned expansion at the joint venture terminal in Antwerp and \$13.9 million in a new joint venture terminal in Taiwan. The commitments will be paid out of the existing liquidity of those joint ventures, capital injections, loans from its shareholders or through external financing.
On January 6, 2025, the Group signed an agreement for two 38,000 deadweight tonne stainless steel parcel tankers. These ships will be built by Nantong Xiangyu Shipbuilding & Offshore Engineering Co., Ltd with expected delivery between 2028 to 2029. A newbuilding deposit of \$27.8 million was paid in March 2025 and the total cost for the two ships is expected to be approximately \$155.6 million, including site team costs and capitalised interest. The Group novated the agreements to its joint venture, NYK Stolt Tankers S.A. in the second quarter of 2025. On February 7, 2024, the Group announced that its joint venture, NYK Stolt Tankers S.A., had reached an agreement with Nantong Xiangyu Shipyard in China to build six 38,000 deadweight tonne stainless steel chemical tankers for delivery between late 2026 and 2029. The total cost to the joint venture is expected to be approximately \$442.7 million, including site team costs and capitalised interest. The newbuilding deposits will be paid out of operating cash flow and shareholder loans prior to delivery.
On January 31, 2025, the Group signed an agreement for two 16,000 deadweight tonne stainless steel parcel tankers. These ships will be built by Fukuoka Shipbuilding for construction at Usuki Shipyard with expected delivery between November 2027 and February 2028. The newbuilding deposit of \$15.0 million was paid in May 29, 2025 and the total cost for the two ships is expected to be approximately \$82.7 million, including site team costs.
Environmental disclosures are described in Note 27 of the Consolidated Financial Statements for the year ended November 30, 2024. There have been no significant changes that have occurred since that date.
The Group is party to various legal proceedings arising in the ordinary course of business. In cases where it believes the likelihood of losses are probable and can be estimated, provisions would be recorded for those legal cases. Disclosure of legal proceedings has been described in Note 29 of the Consolidated Financial Statements for the year ended November 30, 2024.
The ultimate outcome of governmental and third-party legal proceedings is inherently difficult to predict. The Group's operations are affected by international and domestic environmental protection laws and regulations. Compliance with such laws and regulations may entail considerable expense, including ship modifications and changes in operating procedures.
Sales of seafood are generally stronger in the first quarter of the year as this coincides with increased sales over the Christmas and New Year holidays. Stolt Tank Containers shipment volumes may be negatively affected in the first and third quarters by the seasonality inherent in their key customers' businesses. Stolt Tankers' results can be negatively affected in the winter months in the Northern Hemisphere, because of weather conditions such as fog, ice and winter storms that cause port delays, congestion and waiting time. There is no significant seasonality in any of the other businesses.
On September 19, 2025, the Group entered into a \$60.0 million revolving facility, secured by third party shares held by the Group.
We confirm, to the best of our knowledge, that the condensed set of financial statements for the period from December 1, 2024 to August 31, 2025 has been prepared in accordance with IAS 34 as adopted by the European Union and gives a true and fair view of the Group's financial position and profit or loss and cash flows as a whole.
The maintenance and integrity of the Stolt-Nielsen Limited website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
Legislation in Bermuda governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
London October 2, 2025
Signed for and on behalf of the Board of Directors
Udo Lange Chief Executive Officer
Jens F. Grüner-Hegge Chief Financial Officer
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