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Stolt-nielsen

Quarterly Report Oct 2, 2025

9910_rns_2025-10-02_6a911838-49c1-4343-833a-447e8c288940.pdf

Quarterly Report

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UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the Three and Nine Months Ended August 31, 2025

3

TABLE OF CONTENTS

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

UNAUDITED CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT

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)

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF

OTHER COMPREHENSIVE INCOME

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

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEET

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

STOLT-NIELSEN LIMITED UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

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

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

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

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Basis of Preparation

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.

Going Concern

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:

  • Repayments of long-term debt of \$608.8 million through the period, including the early repayment of the remaining CMBFL debt for \$84.6 million in October 2025 and payment of the \$120.0 million revolver which expires in December 2026,
  • Repayment on the outstanding uncommitted credit line of \$83.0 million,
  • Investment and capital expenditure commitments of approximately \$369.0 million, and
  • Routine working capital requirements.

These future expenditures are mitigated by the following:

  • At August 31, 2025, the Group had cash and cash equivalents of \$160.7 million.
  • The Group has an undrawn committed revolving credit facility for \$155.0 million with an expiration date in 2028 and another undrawn facility for \$150.0 million with an expiration in 2027. The \$120.0 million outstanding under the Group's committed revolving credit facilities is shown as long-term debt.
  • The ability of the Group to meet future expenditure requirements is dependent on the timing and quantum of cash flows from operations. For example, for the nine months ended of 2025, cash generated from operating activities was \$577.3 million. The Group has prepared a detailed cash flow forecast for the remainder of 2025 and for 2026 which shows continued robust cash from operations and compliance with all debt covenants. Cash flow forecasts are revised and reviewed by Management monthly and reviewed by the Board of Directors quarterly. The Group has access to alternative forms of capital such as the sale of equity instruments or other assets, reissuance of treasury shares and the ability to reduce dividends.
  • The Group has performed stress testing by considering various downside scenarios without negative results.

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.

2. Significant Accounting Policies

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

3. Reconciliation of Net Profit to Cash Generated from Operations

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

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

4. Business Segment Information

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

5. Shareholders' Equity and Dividends

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

Treasury Shares

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.

Dividends

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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.

6. Property, Plant and Equipment, Right-of-Use Assets and Intangible Assets

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.

7. Short and Long-Term Debt

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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.

8. Fair Value Measurements for Financial Assets and Liabilities

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:

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Derivatives

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.

Investments in equity and debt instruments

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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.

9. Business Combinations

Acquisition of Remaining 50% of Avenir

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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.

Acquisition of Remaining 50% of Hassel Shipping 4 AS

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

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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.

10. Commitments and Contingencies

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.

Newbuilding Contracts

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.

Purchase Commitments of Joint Ventures and Associates

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Joint Venture Newbuilding Contracts

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

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.

10. Legal Proceedings

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.

General

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.

11. Seasonality

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.

12. Subsequent Events

On September 19, 2025, the Group entered into a \$60.0 million revolving facility, secured by third party shares held by the Group.

RESPONSIBILITY STATEMENT

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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