Stolt-Nielsen Limited
Annual Report 2024
Our logistics businesses move
today’s products for tomorrow’s
possibilities. And in land-based
aquaculture we ensure that
future generations continue
to enjoy wonderful seafood.
We are trusted,
global pioneers
Directors’ Report
1 Financial Highlights
2 At a Glance
3 Chairman’s Statement
5 Chief Executive Officer’s Review
7 Business Model
8 Long-Term Value Creation
9 Our Strategy
10 Business Review
10 Stolt Tankers
12 Stolthaven Terminals
14 Stolt Tank Containers
16 Stolt Sea Farm
18 Stolt Investments
19 Financial Review
33 Sustainability
34 Working sustainably
38 Health and safety
44 Environment
53 Social
59 Corporate Governance
60 Board of Directors
62 Corporate Governance Report
Financial Statements
69 Consolidated Statement of Total Comprehensive Income
70 Consolidated Balance Sheet
71 Consolidated Statement of Changes in Shareholders’ Equity
72 Consolidated Statement of Cash Flows
73 Notes to the Financial Statements
138 Responsibility Statement
139 Independent Auditors’ Report
Other Information
148 Shareholder Information
149 Contacts
Contents
See our business model on page 7.
Find out more about our approach to
sustainability on pages 33 to 58.
Forward-looking statements
Included in this publication are various ‘forward-looking
statements’, including statements regarding the intent,
opinion, belief or current expectations of the Company
or its management with respect to, among other things,
(i) goals and strategies, (ii) plans for new development,
(iii) marketing plans, and the Company’s target markets,
(iv) evaluation of the Company’s markets, competition
and competitive positions, and (v) trends, which may be
expressed or implied by financial or other information or
statements contained herein.
Such forward-looking statements are not guarantees
of future performance and involve known and unknown
risks, uncertainties and other facts that may cause the
actual results, performance and outcomes to be materially
different for any future results, performance or outcomes
expressed or implied by such forward-looking statements.
These factors include in particular, but are not limited to,
the matters described in the Principal Risks section on
pages 29-32.
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Our performance Key figures
Operating revenue
US $2,891m
Operating revenue by business Total assets by business
7,000
People
See pages 53-58 for more information
3
Sustainability Gold ratings
from EcoVadis
See pages 42, 45 and 47 for more information
US $7.38
Earnings per share
See page 134
US $843m
EBITDA
Earnings before interest, taxes, depreciation and amortisation,
before fair value adjustment of biological assets and other
one-time items
Operating profit
US $539m
Operating profit by business
1
Financial Highlights
1. Excluding Stolt-Nielsen Gas, and Corporate and Other loss of $50.1 million.
Stolt Sea Farm: 127
Stolt Tank Containers: 652
Stolthaven Terminals: 308
Stolt Tankers: 1,803
US $ millions
62%
11%
23%
4%
Stolt Sea Farm: 29
Stolt Tank Containers: 59
Stolthaven Terminals: 110
Stolt Tankers: 390
US $ millions
66%
19%
10%
5%
Stolt Sea Farm: 159
Stolt Tank Containers: 675
Stolthaven Terminals: 1,413
Stolt Tankers: 2,234
Stolt-Nielsen Gas: 188
Corporate and Other: 434
US $ millions
44%
28%
13%
3%
4%
8%
20242023202220212020
2,820
2,891
2,772
2,181
1,955
190
234
448
539
420
20242023202220212020
4,665
4,636
4,729
5,103
4,984
20242023202220212020
Total assets
US $5,103m
Stolt-Nielsen Limited | Annual Report 2024 1
Financial Statements Other InformationDirectors’ Report
Stolt
Tankers
2
Liquid logistics Aquaculture Investments
Stolthaven
Terminals
3
Stolt
Sea Farm
Stolt Tank
Containers
Stolt
Investments
Leading operator of
deep-sea and regional
chemical tankers, providing
safe, high-quality and
flexible global transportation
services for bulk liquids
162
Chemical tankers
3.1m
Deadweight tonnes capacity
Leading provider of storage
and handling solutions for
chemicals, clean petroleum
products, liquefied
petroleum gases, biofuels,
vegetable oils, alternative
fuels and feedstocks
5.0m
m
3
storage capacity
14
Terminals
Leading provider of
bespoke logistics and
transportation services for
door-to-door shipments of
bulk liquids, operating the
world’s largest fleet of
ISO tanks
51,000
Tank containers
21
Depots and hubs
3
One of the world’s most
advanced land-based
aquaculture companies,
and the premier provider of
high-quality turbot and sole
in an environmentally
sound manner
14
Land-based farms
9,000
Tonnes production capacity
Creating value from
opportunities that align
with our core competencies
95.8%
in Avenir LNG
2.5%
in Golar LNG
13.6%
in Odfjell SE (A shares)
8.5%
in Ganesh Benzoplast
12.3%
in The Kingfish Company
At a Glance
1
1. As at the date of this report.
2. Includes joint ventures and managed ships.
3. Includes joint ventures.
2Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Chairman’s Statement
This has been a year of transition, both for me personally
and for our Company. I stepped back from my executive role
as CEO into the Chairmanship in the final quarter of last year,
to work with Udo Lange to bring in a new chapter for our
business. I am delighted that during his first full year as CEO,
Udo has brought new energy and enthusiasm, combined
with strong discipline and a real focus on customers, which
the Board has found inspiring. Udo has embraced our culture
and quickly built strong relationships at all levels of the
business, and I am confident that the Board and I made
the right choice.
Financial performance
Stolt-Nielsen (SNL) has delivered consistently strong
financial performance this year, demonstrating focus
and discipline, and an ability to adapt to changing market
conditions. We have given considerable attention to
optimising our business divisions’ performance, driving
improved margins and volume growth. Before fair value
adjustments, the Company has delivered record high levels
of EBITDA.
1
Net profit was $394.8 million compared with
$296.7 million in 2023. (Excluding the impact of a provision
related to the MSC Flaminia claim, 2023 net profit would
have been $411.7 million.) I would like to thank each of our
employees for their contribution to our impressive results
this year.
We continue to invest across all our businesses – enhancing
our market positions, expanding our asset base and
strengthening our portfolio to enable solid financial
performance throughout the cycle. For example, at Stolt
Tankers we secured on-the-water and newbuilding
replacement tonnage to maintain our market-leading
position; at Stolthaven Terminals we are increasing capacity
with expansion projects; and at Stolt Tank Containers we are
optimising our scalable platform. In addition, we have
expanded our production sites at Stolt Sea Farm.
We are also building strength in our digital capabilities.
The Board approved an interim dividend of $1.25 per
Common Share to shareholders of record as of November 22,
2024, which was paid on December 4, 2024. On February 11,
2025, the Board recommended a final dividend of $1.25 per
Common Share, subject to shareholder approval at the SNL
Annual General Meeting on April 17, 2025. This demonstrates
our commitment to providing sustainable long-term cash flow
to shareholders. Our capital allocation strategy allows us to
fund the investment needs of our divisions to facilitate future
growth; meet debt service obligations; and provide dividends,
with ample headroom within the leverage limits the Board
has set.
Strategy evolution
Serving our customers has always been at the heart of what
we do, and is made possible by the dedication and passion
of the 7,000 people we have working across the world. It is
right then, that ‘Customers’, ‘People’ and ‘Shareholders’ are
the foundation of the Company’s refreshed ‘Simply the Best’
strategy, which seeks to create additional shareholder value
by leveraging our unique position as a market leader in bulk
liquid logistics and land-based aquaculture (see Our Strategy
on page 9).
Corporate governance
During 2024, the Board held four scheduled meetings
(two in Bermuda, one in Norway and one in Singapore)
and four ad hoc meetings. The Audit Committee held eight
scheduled meetings (two in Bermuda, one in Norway, one in
Singapore and four virtually). Members of the Board and
Audit Committee also attended additional meetings
throughout the year, as required by business needs.
“Stolt-Nielsen has delivered another
year of outstanding results, with
a strong performance from each
of our divisions.”
Niels G. Stolt-Nielsen, Chairman
1. Earnings before interest, taxes, depreciation and amortisation, before fair value
adjustment of biological assets and other one-time items.
3Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Having robust policies and practices in place is the
foundation of being a good corporate citizen, and so during
the year we updated our Code of Business Conduct with
respect to safety because it is fundamental to the way we
do business. Everyone in our company must understand
their role in making sure we are acting responsibly and
ethically, in compliance with relevant laws, regulations
and company policies (see pages 55-57).
We provide an online platform, known as Speak Up, to
confidentially report concerns about unethical behaviour
and any potential, suspected or actual breach of the Code
of Business Conduct. These reports are taken seriously and
investigated by the Head of Internal Audit, with oversight
from the Audit Committee (see page 56).
Board succession
September 2024 saw the retirement of Independent Director
Mr Samuel Cooperman from the Board. Sam has enjoyed a
long history with us, and 2024 marked his 50
th
anniversary
of joining SNL. Sam joined the Board in 2008 and has chaired
the Audit Committee and Compensation Committees as well
as serving as Chairman from 2016 to September 2023. On
behalf of my fellow Directors, I would like to thank Sam for
his considerable contributions to the Company’s success
and for his commitment to strong governance, evidenced
through his many years of service in key Committee roles.
I also wish to personally thank him for his guidance,
mentorship and friendship over the years. We wish him
all the very best.
Mr Jan Chr. Engelhardtsen assumed the chairmanship of the
Audit Committee in September 2024, and I was appointed
Chair of the Compensation Committee at the same time.
Investor engagement
The Board represents the shareholders’ interests and seeks
to protect shareholder value. As such, we recognise the
importance of open investor engagement, conducted by
both the Board and the executive management team.
Alongside the Annual General Meeting, held in April 2024,
this year the Company held a Capital Markets Day in June.
This event covered the breadth of our business and gave
investors and analysts an opportunity to see ‘beneath the
hood’ and hear directly from our divisional management
teams on strategy and operations, giving greater insight
and showcasing the strength of our team. Recordings of
the event presentations are available at: stolt-nielsen.com/
investors/financial-results/.
Sustainability matters
The nature of our business means that our operations
take place in, and affect, the natural world; so working in
a responsible and sustainable manner is essential. Being
mindful of, and minimising our impact on, the marine
environment in particular is at the forefront of our approach
to sustainability. The safety and wellbeing of our workforce
is also of paramount importance. A safety-first culture is
embedded within our ways of working, and our approach
to health and safety is set out on pages 38-43.
While greater transparency can have a positive impact on
industry and wider society, the Corporate Sustainability
Reporting Directive (CSRD), which impacts our reporting
from financial year 2025, feels counterproductive. The
extensive requirements place an increasing burden on
businesses in terms of the resources, time and knowledge
needed to meet the legislation. Several EU member states
are yet to implement the rules and there are mounting calls
from business leaders for a rollback or simplification of the
requirements. I add my voice to these as I believe such
bureaucratic processes impose high overhead costs and
deliver few tangible benefits to building a more sustainable
business. We are monitoring developments closely whilst
ensuring SNL has the underlying infrastructure in place in
terms of systems, policies and data management to
facilitate the CSRD reporting obligations.
We support the UN Sustainable Development Goals and
have identified three of these as priority areas for SNL,
namely: Responsible Consumption and Production, Climate
Action, and Life Below Water. Further detail can be found in
the Sustainability section of this report, from page 33.
Outlook
We operate in dynamic markets characterised by geopolitical
uncertainties and an evolving regulatory landscape, particularly
in relation to sustainability. These factors can represent
headwinds, for both our customers and our own operations
– but in challenges we also see opportunity. We have a
strong heritage of entrepreneurship and innovation, and are
confident that technological advances will continue to power
our drive to become more efficient, safer and more
sustainable. Keeping pace with this evolution will not only
enhance our ability to serve our customers but also unlock
significant long-term value for our shareholders.
Our divisions maintain market-leading positions across
their respective segments, demonstrating strong strategic
execution, and we are well placed to capitalise on robust
underlying market dynamics. Longer term, the Board is
confident that SNL has the appropriate governance
structures and robust risk management processes, coupled
with a strong leadership team with a clear strategy, and
anchored in a rich culture, to deliver sustainable growth.
These factors support our belief that the Company is well
positioned for the future.
Niels G. Stolt-Nielsen
Chairman
Stolt-Nielsen Limited
March 13, 2025
Chairman’s Statement continued
4Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
In my first full year at Stolt-Nielsen, we have delivered an
exceptional financial performance, despite fluctuating
market conditions. Although Stolt Tank Containers (STC)
has faced headwinds, capacity constraints due to macro
conditions have benefitted Stolt Tankers, while storage rates
in Stolthaven Terminals have been strong. At Stolt Sea Farm
(SSF) we have seen good demand for our seafood, allowing
for strong price development.
At the same time, we have more clearly defined and
energised our purpose, which resonates with our customers
and our people, and we have devised a refreshed strategy to
propel the Company into the future.
Trusted, global pioneers
Stolt-Nielsen was born out of the innovation and vision of
its founder Jacob Stolt-Nielsen, and this is not only a key
element of our heritage, but also remains a cornerstone of
our culture today. We have an entrepreneurial spirit and this
is balanced with discipline and focus, respect for each other
and a mindset governed by safety.
In liquid logistics, our purpose is to move today’s products
for tomorrow’s possibilities. We are the only company with
leading market positions in tankers, terminals and tank
containers, which means we have a unique bulk liquid
logistics business, rather than simply being a shipping
company. In land-based aquaculture, we prioritise animal
welfare, sustainability, exceptional taste and quality to
ensure that future generations continue to enjoy
wonderful seafood.
Financial performance
Net profit for 2024 was $394.8 million, compared with
$296.7 million in 2023. (Excluding the impact of a provision
related to the MSC Flaminia claim, 2023 net profit would
have been $411.7 million). Cash flow from operations
decreased from $721.4 million
1
in 2023 to $411.6 million
2
in
2024. Earnings per share were $7.38 in 2024, compared with
$5.54 in 2023. Net debt increased from $1,761.3 million
3
in
2023 to $1,852.0 million for 2024. Shareholders’ equity was
$2,152.3 million at year end, compared with $1,906.1 million
in 2023, bringing debt to tangible net worth down to 0.94
compared to 1.00 a year ago.
Strategic ambition
The Company has several fundamental success drivers in
place – we have an exceptional track record and are market
leaders – and this is coupled with a strong and
conservatively managed balance sheet. Our success is down
to our diverse portfolio, and the skills and dedication of our
people, working together to deliver our strategy: we aspire
to be ‘Simply the Best’ for our customers, people and
shareholders. With strong performance in these three
dimensions, this framework guides us to continuously
improve and innovate.
These ambitions are connected through aligning ways of
working across our liquid logistics operations, and in our
approach to people excellence, digitalisation and
sustainability, which cut across the whole organisation.
Customer excellence
I am really excited about bringing the liquid logistics
elements of our business closer together, enabling us to
offer integrated customer solutions with improved service
delivery and efficiencies. We aspire to be a strategic partner
for our customers, leveraging our long-standing relationships
and industry-leading logistics solutions to better fulfil their
business needs. More than 70% of our largest customers
purchase more than one service from us, illustrating the
opportunity to create more customer value by leveraging
our unique portfolio, scale and capabilities.
These efforts are already yielding results. Our net promoter
score was 41 in 2024 from a survey of 456 customers. Our
customers truly value our quality and reliability, particularly
through these uncertain and complex times. However, it is
our flexibility that truly differentiates us. We are the only
global player with deep-sea, regional and local fleets that link
“I am delighted to report that we have
enjoyed a year of record-breaking
achievements in 2024.”
Udo Lange, Chief Executive Officer
Chief Executive Officer’s Review
1. Excludes cash inflow during the year of $133.0 million relating to MSC Flaminia
insurance proceeds.
2. Includes cash outflow during the year of $290.0 million relating to the MSC
Flaminia legal claim.
3. Excludes cash of $133.0 million relating to MSC Flaminia insurance proceeds.
5Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
into terminals and combine with a worldwide tank container
network, enabling end-to-end bulk liquid supply chain solutions.
People excellence
We have more than 7,000 people in 30 countries. It is their
commitment to safety and their dedication and passion
which deliver our performance.
Employee feedback is essential to becoming the best employer
in our industries, retaining talent and ensuring continued
success. We maintained a high sustainable engagement
score of 86% in our annual survey this year (2023: 86%).
During 2024, we strengthened our Senior Leadership Team
(SLT), drawing on carefully managed succession plans. At
Stolt Tankers, Bjarke Nissen, Chief Commercial Officer joined
the SLT and Maren Schroeder was appointed President and
Chief Operating Officer. Uday Mahajan also joined the SLT
as Vice President of Continuous Improvement for SNL, while
Claire Farrell was appointed Chief of Staff.
Members of our SLT have also taken on executive sponsor
roles to foster cross-divisional success in key geographies.
Hans Augusteijn was appointed Executive Sponsor for India,
Guy Bessant for Asia and Bjarke Nissen for the Middle East.
This drives closer collaboration to support our liquid
logistics operations.
Our unrelenting focus on safety for people and protecting
our planet saw us continue to drive improvements and strive
to exceed industry standards. See pages 38-52.
Creating value
Ultimately, we are seeking to deliver shareholder value and
I am delighted to report that we enjoyed a year of record
breaking achievements in 2024.
Within Stolt Tankers, our flexibility to adapt to challenging
market conditions has enabled the delivery of record average
time charter earnings (TCE) per operating day of $31,574.
We have expanded at Stolthaven Terminals, with a new
terminal underway in Taiwan and expansions in the US.
We have also seen record shipment volumes at STC, up 8.8%
on last year and the team has pursued innovation in both
digitalisation and the development of a scalable platform.
At SSF we have invested in the expansion of our sole
hatchery, and volumes from our new farms are surpassing
expectations. This year, SNL increased its investment in
Odfjell SE from 8.3% to 13.6% and, in February 2025,
purchased an additional 48.8% of the shares in Avenir
LNG, bringing our total shareholding to 95.8%.
Our operational successes translate into a strong financial
performance. The financial performance in the year, and the
outlook, are such that, subject to approval at the upcoming
AGM, the Board has proposed to maintain the total dividend
at a record high of US $2.50. This demonstrates our
commitment to providing long-term cash flow
to shareholders.
Strong foundations
Our strategic pillars sit on strong foundations. The Company
has significant financial flexibility, with a disciplined capital
allocation strategy balancing growth, debt service and
dividends, which has created comfortable headroom in
leverage terms.
We continue to invest, not just in the expansion of our
operations but also in future-proofing our ways of working,
with digitalisation recognised as a key enabler of strategic
growth. We have exciting plans underway to maximise
synergies by aligning our businesses’ digital strategies to
achieve our aims across operational excellence, customer
excellence and sustainability.
This year our sustainability efforts were recognised by
EcoVadis, achieving Gold ratings for each of our logistics
businesses. We have also laid the groundwork for
compliance with the EU Corporate Sustainability Reporting
Directive (CSRD) by reviewing our sustainability impact,
risks and opportunities (IROs) to assess our most material
sustainability matters and put in place the resources to
capture and analyse the data required.
Market factors and risk
We operate in global markets, so geopolitics and macro-
economic factors inevitably impact our business
and performance.
We believe that the supply and demand fundamentals for
ourliquid logistics operations remain supportive for the
foreseeable future. However, crude and product tanker
markets continue to be volatile, driven by geopolitical
uncertainties, causing potential impact from swing tonnage
in our segment. Recent developments in the Red Sea, fleet
sanctions and potential tariffs could impact trade flows,
volumes and freight rates in either direction. Wecarefully
evaluate the potential impact on our operations ofmaterial
geopolitical and regulatory events, but we believe ourscale,
people and breadth of offering position us well.
Outlook
Despite these risks and uncertainties, I strongly believe that
Stolt-Nielsen has firm foundations. These, coupled with our
clearly defined strategy, will enable us to navigate through
stormy waters and continue to deliver value for our
shareholders, customers and people. I would like to thank
our stakeholders for their support over the year – the
immeasurable commitment and passion of our people, the
dependability ofoursuppliers, and the trust our customers
and shareholders continue to place in us and our strategy.
We are well positioned to achieve our goals. We will continue
to live our purpose astrusted, global pioneers, as we aspire
to be ‘Simply the Best’ for our customers, people and
shareholders, through 2025 and beyond.
Udo Lange
Chief Executive Officer
Stolt-Nielsen Limited
March 13, 2025
Chief Executive Officer’s Review continued
6Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
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Business Model
Who we are
We are trusted, global pioneers in liquid logistics and
sustainable land-based aquaculture, and a long-term
investor and manager of businesses that form integral
parts of global supply chains.
We have a heritage as pioneers in the shipping,
logistics and aquaculture industries, and we retain this
entrepreneurial spirit and agility within our culture to
this day.
Our business model
We create value for all our stakeholders through
innovation, quality, customer excellence and safety
for both people and the environment.
Our culture
Our culture is deeply rooted in what we call The Stolt
Way. This is how we live our values, which have been
the guiding principles of our company since it was
founded in 1959.
Stolthaven
Terminals
#8
Independent global
storage providers
1
Stolt Tank
Containers
#1
Global tank
operators fleet
1
Stolt Sea
Farm
$116bn
European seafood
market value
1
Stolt
Investments
Stolt Tankers
#1
Largest parcel tanker
fleet by dwt
1
Liquid
logistics
Financial
flexibility
for growth
investments
Our 7,000 people are the heart of
our success – living our values,
putting safety first and being
‘Simply the Best’
T
h
e
S
t
o
l
t
W
a
y
Create
solutions
Act
pragmatically
Collaborate
for success
Commit to
go further
Safety first
People
and planet
See page 54 for more information on The Stolt Way
1. Sources: CKB Fleet List (2024), includes regional and barging fleet;
Tankterminals.com – storage terminals that can hold both chemicals
and CPP, with the Advario Stolthaven Antwerp JV terminal included in
Stolthaven Terminals’ asset base; ITCO Global Tank Container Fleet
Survey (2024); European Fish and Seafood Sales (Statista 2025).
7Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Long-Term Value Creation
Expert industry knowledge
• Deep understanding of logistics, distribution
and aquaculture
• Leveraging our knowledge and relationships to
deliver superior growth and strong cash flow
• Long-standing, strategic partnerships with
key customers
Corporate structure
• Cost-efficient financial, strategic and other
centralised services
• Efficient use of assets and focus on cost control
contribute to strong cash flow generation
• Leveraging industry expertise to ensure disciplined
capital allocation and prudent risk management
• Focus on providing consistent competitive cash
returns to shareholders
Market-leading positions
• Global bulk liquid logistics businesses store and
transport essential feedstocks for the consumer
goods, agriculture and chemical/energy industries,
as well as food-grade products
• Innovative land-based aquaculture addresses the
growing demand for sustainable seafood
Diversified portfolio of
businesses
• Best-in-class customer service, from simple logistics
to integrated end-to-end liquid logistics supply
chain solutions
• Multiple businesses provide flexibility to navigate
industry and macro cycles
Serving significant end markets
• Businesses with leading global positions and
attractive demand fundamentals
• Economies of scale to drive lower costs and offer
operational flexibility to our customers
Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
8
Our Strategy
Elevating business performance and unlocking synergies
Our purpose
We are trusted, global pioneers in liquid logistics and land-based aquaculture
Liquid logistics
We move today’s products for tomorrow’s possibilities
Aquaculture
We ensure that future generations continue to enjoy
wonderful seafood
Liquid logistics
We deliver value for customers by forging closer links
between our three liquid logistics businesses.
Operational excellence
Continuous improvement is at the heart of our
performance, helping us to maximise efficiencies,
reduce costs and offer high-quality services.
Customer excellence
We are focused on creating valuable solutions through
our strategic partnerships with customers.
People excellence
Our people are vital to our success, so we want to
support them to be the best they can be. We aim to
be an employer of choice in our markets.
Digitalisation
We are maximising synergies by connecting our
businesses’ digital capabilities.
Sustainability
We meet local and international regulations, support the
energy transition and are well positioned for a carbon-
neutral future.
Our strategic approach
Our 'Simply the Best' strategy elevates business performance and unlocks company-wide synergies. We aspire to be:
Strategy in action
Customer excellence
through digitalisation
We harness the power of
technology, sharing our
knowledge across one
platform. This enables
us to deliver data-driven,
fast, efficient and
accurate solutions.
Safe working
environments for
our people
Our people, no matter their
role, understand that safety
for each other and our planet
is a shared responsibility.
Communicating
shareholder value
Our Capital Markets Day in
June was designed to help
external stakeholders
understand our business
and its true value.
Each of our divisions has its own tailored strategy while our ‘connector’ strategies work across all our divisions to drive
efficiencies and share knowledge:
1. The best solution for customers 2. The best employer
3. The best investment choice for shareholders
9Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
66%
of total
operating
profit¹
Business Review
Who we are
Stolt Tankers (ST) is a leading operator of deep-sea and
regional chemical tankers, with 162 ships transporting more
than 26 million tonnes of cargo annually across Europe, the
Middle East, Asia Pacific, the Caribbean, the US and Latin
America. We provide safe, reliable, high-quality and flexible
transportation services to the world’s leading manufacturers
and consumers of chemicals, edible oils, acids and other
bulk liquids, offering supply chain efficiencies and added
value for our customers. Our service offering focuses on
agility, global reach and strong supply chain partnerships.
Strategy
Stolt Tankers’ strategy is focused on safely and sustainably
managing the world’s most efficient specialised bulk liquid
shipping platform. Through our best-in-class platform, our
ambition is to achieve a sustainable return on capital
employed (ROCE) through the cycle.
2024 in review
This was a year of transition for ST. I was appointed
President and Chief Operating Officer, and Bjarke Nissen
became Chief Commercial Officer following the departure
of former President Lucas Vos. Our strategy, to be both
efficient and sustainable for customers, while maintaining
our market leadership in chemical tankers, is unchanged,
and supports the Stolt-Nielsen (SNL) strategy to be ‘Simply
the Best’ for our customers, people and shareholders.
Creating shareholder value
Financial performance hit a record high this year, with a tight
supply/demand balance. This was further amplified by the
war in Ukraine and subsequent restrictions on Russian
products, and the ongoing transit difficulties around the Red
Sea and Panama Canal which increased voyage lengths for
some trades. This positively impacted our pricing, margins
and earnings.
Operating profit was $390.1 million, compared to
$371.1 million in 2023. We carefully managed operating
expenses as part of our ongoing commercial optimisation
and cost reduction initiatives. Our full-year average time
charter earnings (TCE) per operating day was $31,574
(2023: $29,621). We also delivered a record high EBITDA
of $546.3 million (2023: $527.1 million).
Our asset platform has had an active year. We successfully
secured on-the-water and newbuilding replacement tonnage
to maintain our market-leading position in our deep-sea and
regional businesses. Aligned to our partner-oriented growth
strategy, we expanded the SNAPS Asia Pacific regional
chemical tanker pool with new partner Shokuyu Navigation.
We believe a balanced asset replacement strategy, focused
on owned, time chartered and pooled ships, enhances our
overall profitability and is more capital-efficient. We also
made non-core asset sales, selling three ships to generate
cash proceeds of $59.5 million.
We continue to seek efficiencies as part of operational
excellence onboard our ships through our continuous
improvement programme, CI@Sea. Seafarers’ improvement
ideas are assessed and developed, with the most successful
rolled out fleet-wide. In 2024, we implemented 14 of these
ideas across the fleet.
Customers
We are an essential supply chain partner for our customers,
building long-term partnerships and working together to
deliver the best service we can. Ongoing transit issues
around the Red Sea highlight the value of this collaborative
approach, keeping essential goods moving safely.
This year, we partnered with customers to develop our
value proposition, tailoring our approach for key accounts
and further developing these relationships. We also worked
more closely across SNL’s logistics businesses, sharing
knowledge and finding efficiencies as part of SNL’s
Percentage of group total
1. Excluding Stolt-Nielsen Gas, and Corporate and Other loss of $50.1 million.
62%
of total
operating
revenue
Performance
(US $ million) 2024 2023 2022
Operating revenue 1,803 1,710 1,497
Operating profit 390 371 205
Stolt Tankers
10Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Business Review continued
liquid logistics strategy. Our shared scale and expertise gives
us a differentiated offer that benefits customers.
Digitalisation
Digital tools are key to enhancing collaboration across SNL
and with our customers. Investment in our digital platform
supports data-driven decision-making, optimises and
connects processes, and enhances customer experience.
Our customer portal offers innovative online solutions for the
real-time tracking of cargo and easy access to documents,
making trading smoother and more efficient, and improving
communications.
People
Safety for people and the environment is the foundation of
our operations. We have enhanced our approach to physical
safety and were pleased to see a reduction in our Lost Time
Injury Frequency (LTIF) this year. We continued to focus on
mental wellbeing, implementing several initiatives to support
our colleagues on board. More detail on our health and
safety progress can be found on pages 38 and 40.
Professional development opportunities are important for
retaining talent and enabling our people to reach their full
potential. During the year, 120 of our people attended
innovation training and nearly 50% of onshore colleagues
accessed our online training platform. We also seek to
develop life-long careers beginning with our cadets training.
During 2024, we recruited 100 new cadets and we are proud
that almost 80% of our new officers onboard this year
originally joined us as cadets.
We are immensely proud of all our people and thank them
for their dedication.
Sustainability
We align our sustainability strategy to two of the UN
Sustainable Development Goals (UN SDGs): Climate Action
and Life Below Water.
“Our service offering focuses on
agility, global reach and strong
supply chain partnerships.”
We are exploring ways to reduce our carbon footprint and
achieve carbon neutrality by 2050. Our initiatives on carbon
abatement and emissions reduction include the deployment
of innovative energy-efficient technologies, sustainable fuels,
and voyage optimisation. Our Annual Efficiency Ratio (AER)
has improved to 10.26, a 4.4% improvement on 2023 (see
page 45 for further details on our AER). The newbuildings
we invested in during the year will also further improve our
fuel efficiency.
To reduce our impact on life below water, we minimise
underwater noise to protect cetaceans, modifying routes or
slowing ships if necessary. We seek to minimise damaging
discharge into the oceans, and we continue to reduce
reliance on single-use plastics.
We were pleased to see our sustainability achievements
recognised with a Gold EcoVadis rating. Further details can
be found on pages 44-46.
Outlook
We expect geopolitical factors to remain a key driver for supply
and demand dynamics in the chemical tanker market. Supply
is expected to continue to be constrained in the coming years
due to manageable fleet growth. On the demand side of the
equation, incremental chemical demand and trade growth is
expected to be stable and to track global GDP.
Stolt Tankers has been successful in defending its market
leading position and replacing ageing tonnage with a mix of
time charter, pooled and owned tonnage. Looking forward,
we believe our best-in-class platform and commercial
performance put us in an excellent position to expand
strategic partnerships with our tonnage providers, shipyards,
customers and stakeholders.
Maren Schroeder
President
Stolt Tankers
11Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Who we are
Stolthaven Terminals is a leading provider of storage and
handling solutions for speciality bulk liquids, such as
chemicals, clean petroleum products, liquefied petroleum
gases, biofuels, vegetable oils, alternative fuels and feedstocks.
We have more than 50 years of experience and five million
cubic metres of storage capacity across 14 terminals
including joint ventures. These are in key global locations,
giving customers access to critical international shipping
and transportation hubs close to their operations.
Strategy
Stolthaven Terminals’ strategy is founded on our mission ‘to
be the most respected global storage provider’, and is closely
aligned with the Stolt-Nielsen strategy to be ‘Simply the Best’
for our shareholders, customers and people.
To achieve these aims, we are focused on optimising our
portfolio and operations, growing our core business,
developing new business opportunities, embedding our
customer-centric approach and caring for our people and the
environment, with safety at the heart of everything we do.
2024 in review
This was a year of optimisation, as we continued to invest
in upgrading existing infrastructure, expanding our capacity
and building new assets to deliver ever-better global supply
chain and storage solutions to customers and improved
returns to shareholders.
As part of our business improvements, we continued
to optimise our customer portfolio which impacted our
utilisation in the short term. Operating profit increased to
$110.4 million in 2024 compared to $105.0 million in 2023,
due to rate increases at above-inflation levels, with further
margin gains expected in 2025. Operating revenue increased
2.7% to $308.0 million, compared to $299.8 million in 2023.
These results are testament to the strength and resilience
of our business in the face of geopolitical, macroeconomic
and environmental challenges, such as the war in Ukraine,
hostilities affecting ships transiting the Red Sea and
drought-related restrictions in the Panama Canal.
Creating shareholder value
This year, we added 16,200m
3
of capacity at Mount
Manganui in New Zealand and a further 68,200m
3
at
our joint venture facility in Westport, Malaysia.
We also started expansion projects at our Houston and New
Orleans terminals in the US and continued construction of
our new joint venture terminal in Taiwan, which we expect
to be fully operational in 2025. The terminal is perfectly
positioned to meet growing customer demand for high-
quality bulk liquid storage in the Asia Pacific region, and
to introduce more international trade to Taiwan.
In April, we officially opened a new state-of-the-art jetty at
our Dagenham, UK terminal: a multi-million-dollar investment
that will help improve discharge rates and turnaround times
for vessels, enhance safety and reduce environmental
impact, and deliver a superior service to customers.
Customers
This year, Stolthaven Terminals focused on becoming more
agile by modernising processes and strengthening our
customer-centric approach.
We worked closely with customers to ensure their supply
chains remained efficient during times of uncertainty, and
we encouraged innovative thinking to drive operational
efficiency and improve customer service. This included
launching a new global customer portal at several terminals,
giving customers the ability to securely view and manage
their orders and inventory more effectively.
Percentage of group total
1. Excluding Stolt-Nielsen Gas, and Corporate and Other loss of $50.1 million.
11%
of total
operating
revenue
Stolthaven Terminals
19%
of total
operating
profit¹
Performance
(US $ million) 2024 2023 2022
Operating revenue 308 300 276
Operating profit 110 105 89
Business Review continued
12Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
People
Our people drive our performance and create our success,
and I would like to thank them for their continued dedication.
Our safety performance continued in a positive direction
in 2024. Our Lost Time Injury Frequency (LTIF) fell to 0.09
(0.48 in 2023). We also saw a significant fall in our Total
Recordable Case Frequency (TRCF) at 0.44, down from
0.82 last year. Read more on pages 38 and 41.
This year, many of our terminals were recognised with
awards for exceptional safety. In Moerdijk, the Netherlands,
and in Singapore (for the fourth year in a row) we won Dow
4STAR awards for safety, sustainability and social
responsibility. Santos, Brazil received an award from
Covestro for health and safety excellence, and our Jeong-IL
Stolthaven Ulsan (JSTT) joint venture terminal in South
Korea won the 2024 Best Tank Terminal award from the
Ulsan Port Authority.
Digitalisation
Across our global network, we continued to implement our
intelligent assets strategy to support enhanced real-time
data exchange and visibility.
Our next-generation Connected Worker project, including
the introduction of a paperless workflow in the field, was
successfully adopted at two terminals and will be rolled out
further during 2025. And, as part of our modernisation efforts,
we used drones for tank inspections at multiple terminals.
Sustainability
We continued to make progress on our sustainability
ambitions, and explored wider initiatives related to the
transition to greener energy alternatives.
These efforts were recognised with an EcoVadis Gold rating
for our wholly owned terminals, placing us among the top 1%
of companies within the warehousing and storage industry.
“Operating profit increased to
$110.4m due to strong rate
increases at above-inflation levels,
with further margin gains expected
in 2025.”
Business Review continued
Together with our partner Global Energy Storage (GES), we
were selected as the exclusive operator of a potential new
green ammonia export terminal in Pecém, Brazil, subject to
final Board approval.
See pages 44 and 47-48 for more on our 2024 environmental
initiatives.
Outlook
In the coming year we will focus on business improvement
initiatives to service the future demands of our customers and
optimise returns for shareholders.
Projects include: adding capacity at Houston and New
Orleans in the US, New Zealand, South Korea and the UK;
completing our new terminal in Taiwan; and developing
a new propylene terminal in Ceyhan, Turkey. We will also
continue to test and introduce new technology.
The shift to cleaner energy alternatives, a circular economy
and decarbonisation will also remain a major focus. We are
committed to supporting our customers on this journey as
well as achieving our own sustainability ambitions.
By working with stakeholders and our sister companies,
Stolt Tankers and Stolt Tank Containers, we will support
additional supply chain integration and optimisation, and
provide solutions that deliver further efficiencies to our
business and for our customers.
We will continue to pursue margin optimisation in the coming
year, mainly from increases in storage rates. We expect the
normalisation of utilisation at Stolthaven Terminals, towards
the levels seen in the prior year, to continue over the course
of 2025.
Guy Bessant
President
Stolthaven Terminals
13Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Who we are
Stolt Tank Containers (STC) is a leading provider of bespoke
logistics and transportation services for door-to-door
shipments of bulk liquids. In addition to the safe handling
and shipment of products, our 21 full-service depots and
refurbishing facilities ensure our fleet and cargo handling
operations consistently meet the highest standards for
quality, reliability and environmental protection.
Strategy
With more than 51,000 tank containers, STC operates the
world’s largest fleet of ISO tanks, and ships to more than
100 countries. Customers benefit from our global reach
and market-leading scale, enabling increasing efficiency
and reliability across their supply chains. This, coupled
with decades of expertise and knowledge of our customers’
operations, enables us to deliver reliable, flexible logistics
solutions for customers.
We also contribute to a sustainable future by reducing our
environmental footprint, investing in sustainable solutions
at our depots and helping our customers embrace more
sustainable modes of transport.
2024 in review
During 2024, our people focused on strategy execution,
enhancing our platform, improving customer excellence
and leveraging our scale for growth. I thank them for their
commitment to keeping customers’ products moving and
improving our service during another challenging year. We
increased our volumes 9% in a market that grew only 3%,
demonstrating our customers’ trust in us to safely deliver
their products. We also focused on safety, resulting in a
significant improvement in our safety performance.
Creating shareholder value
STC’s full-year operating profit was $59.0 million, compared
with a $37.8 million loss in 2023. The loss in 2023 included
a provision of $155.0 million related to the MSC Flaminia
(excluding the impact of the provision, operating profit for
2023 was $117.2 million).
Although we saw a record number of shipments (155,000
versus 142,500 in 2023), this was offset by lower margins
and demurrage, driven by weaker market conditions as rates
returned to pre-Covid levels and customers closely managed
their inventories. During the second half of the year, space
constraints on container ships from Asia positively impacted
margins. Transportation revenue remained relatively flat as
the impact of volume growth was offset by lower rates,
having decreased 7.7% from the prior year. Lower ocean
freight and trucking costs also had a positive effect on
results. As we grew our business, we were able to reduce
our cost per tank shipped by 1.1%.
Customers
We continued to develop relationships with customers,
enhancing our digital capabilities to offer streamlined,
efficient solutions that integrate seamlessly with their
operations. Most of our customers book digitally, so to
make working with us more integrated and even easier we
added new digital and AI-enabled features such as predictive
track and trace, online documentation and improved
digital integrations.
As we enhance our digital offering, it is essential that we
remain close to our customers, offering them tailored
logistics solutions. Therefore, we have expanded our global
reach to 39 offices so we can continue to offer high levels
of personal service.
Percentage of group total
1. Excludes MSC Flaminia legal provision of $155.0 million.
2. Excluding Stolt-Nielsen Gas, and Corporate and Other loss of $50.1 million.
Stolt Tank Containers
23%
of total
operating
revenue
10%
of total
operating
profit
2
Performance
(US $ million) 2024 2023 2022
Operating revenue 652 700 895
Operating profit 59 117
1
173
Business Review continued
14Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Throughout 2024, we achieved a high level of overall
customer satisfaction, resulting in a customer net promoter
score of 59, placing us in the top quartile in logistics and
transportation companies. We maintained our service
excellence despite challenges such as transit difficulties
around the Red Sea and Panama Canal, port strikes affecting
the US, and congestion from sudden changes in demand.
People
People are central to achieving our ambitions and I am
proud to be leading such a diverse group of talented
individuals spanning 34 nationalities. The experience that
they bring is supported by the unique culture and values
of Stolt-Nielsen and the way we share our knowledge.
The safety of our people and the products that we handle is
our priority, so this year we held a global safety conference
for all our safety, health, environment and quality experts to
share ideas and develop a global culture to support
behavioural change and standardise safety compliance.
I am proud that for 2024 our Lost Time Injury Frequency
and Total Recordable Case Frequency both fell significantly
(0.16 and 0.62 respectively), with 20 out of 21 depots
reporting zero lost time incidents.
Read more on pages 38 and 42.
Sustainability
In March 2024, we received our first EcoVadis sustainability
Gold rating, placing us in the top 5% of businesses in our
industry. A great achievement!
To support customers’ sustainability goals, we provide an
online transportation emissions reporting tool so that they
can track their emissions and choose more sustainable
modes of transport.
Read more about sustainability at STC on pages 44 and 49-50.
“We increased our volumes 9%
in a market that grew only 3%,
demonstrating our customers’
trust in us to safely deliver
their products.”
Business Review continued
Outlook
We are focused on business growth as we build a healthy
ROCE performance in volatile markets. As a leading operator
with a scalable platform, we will continue to enhance our
service offering to meet the demand for liquid logistics,
working together with the other SNL logistics divisions.
Leveraging our scale, we aim to provide customers with
unrivalled global reach and deliver ongoing efficiencies
through economies of scale. We will continue to review
organic and inorganic growth opportunities.
We expect continued volatility in supply chains during 2025
due to the macroeconomic climate, and we expect demand
growth to remain relatively modest. However, there are
opportunities as customers convert from bottles, drums
and flexibags to ISO tanks, and look to increase operational
flexibility by splitting larger parcels into smaller loads. The
global ISO tank fleet is expected to grow in 2025, albeit at
slower rates than in previous years, which will gradually
reduce the oversupply in some markets.
At STC, we will leverage the strong foundations we have
already built, supporting us to handle increasing demand
as we maintain our service offering and market position.
Hans Augusteijn
President
Stolt Tank Containers
15Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
4%
of total
operating
revenue
5%
of total
operating
profit¹
Who we are
Stolt Sea Farm (SSF) is one of the world’s most advanced
land-based aquaculture companies, and the premier provider
of high-quality turbot and sole in an environmentally
sound manner.
Our seafood products are available in more than 30 countries
and our annual production capacity totals 7,200 tonnes of
turbot and 1,800 tonnes of sole.
Strategy
Our purpose is to ensure future generations continue to
enjoy wonderful seafood. To help us fulfil this promise, we
have developed our strategy to evolve into a global seafood
enterprise. For more than 50 years, we have honed our
expertise and invested in research and development,
innovative practices and pioneering technologies across our
14 farms and two hatcheries. This has helped establish SSF
as the leading land-based aquaculture company consistently
producing top-quality turbot and sole in commercial
volumes.
2024 in review
2024 was a year of excellent production, steady demand and
strong pricing, all of which contributed to a strong
performance overall.
This is only possible thanks to our people, who are dedicated
to delivering the quality, care and innovation behind our
award-winning seafood, and I would like to thank them for
their efforts.
This year, sales of both species reached a record high: 6,861
tonnes of turbot, a 0.7% increase; and 1,806 tonnes of sole,
a 4.5% increase. This, together with growing consumer
demand for high-value species, allowed us to continue
expanding our market reach. Sales of our fresh range of
value-added products (VAP) also grew 30% year on year,
reflecting growth in consumer demand for convenience,
versatility and consistent supply.
Production of both species reached a new record high, which
helped contain production costs for turbot and decrease sole
costs. Sale prices for both turbot and sole also improved by
14.3% and 8.8% respectively, compared to 2023.
As a result, operating profit increased by 19.8% to
$29.2 million (2023: $24.3 million). Excluding fair value
adjustments in both years, the increase was $9.4 million
or 46.2%.
Creating shareholder value
We continued to invest in our business, completing an
upgrade on our sole broodstock facility in Merexo, Spain
and extending our sole hatchery in Cervo, Spain – the world’s
largest flatfish hatchery. We also began construction of a
new recirculating aquaculture system (RAS) facility for sole
production at our farm in Tocha, Portugal.
These upgrades support our plans to double sole production
capacity in the next three years, and reach our overall annual
production target of 23,000 tonnes of turbot and sole
by 2035.
Customers
Our customers are integral to our success, and we are
committed to fostering strong, lasting relationships with
them. I am pleased that in 2024, we achieved a net promoter
score of 46.
Our ongoing commercial marketing programme continued
to improve sales, with turbot revenues increasing by 14.8%
and sole revenues by 13.8%.
SSF’s reputation for high-quality products was further
enhanced by our Prodemar
TM
fresh sole and Prodemar
TM
fresh turbot and premium frozen turbot receiving Superior
Taste Awards from The International Taste Institute.
Percentage of group total
1. Excluding Stolt-Nielsen Gas, and Corporate and Other loss of $50.1 million.
Stolt Sea Farm
Performance
(US $ million) 2024 2023 2022
Operating revenue 127 111 103
Operating profit 29 24 20
Business Review continued
16Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Digitalisation
We continued to focus on adapting and evolving our
processes and services to deliver the best possible
customer experience.
Our digital forecasting project was a finalist in the enerTIC
Awards, which recognise programmes that successfully
incorporate sustainability, technology and innovation. The
project includes the development of new digital tools and
automation to enhance our operations and services
for customers.
People
The expertise and dedication of our people drives our
success. We are committed to providing a safe environment
for all employees, which includes ongoing training and skills
development, and channels through which people can raise
concerns and provide feedback.
Safety performance improved during the year. Our Lost Time
Injury Frequency (LTIF) was 3.93, well below the industry
benchmark rate of 5.90. The severity of accidents also
reduced, with a 41% fall in the overall number of medical
leave days compared to 2023. Read more on pages 38
and 43.
Sustainability
SSF is a pioneer when it comes to sustainability, developing
increasingly sustainable production methods that adhere to
animal welfare and environmental protection standards.
In 2024, we opened an innovation unit in Lira, Spain, to
explore ways to reduce waste during fish processing and
optimise the use of by-products and co-products from
aquaculture activity. And our turbot facility in Øye, Norway
received a globally recognised sustainability certification
from the Aquaculture Stewardship Council.
“2024 was a year of excellent
production, steady demand
and strong pricing, all of
which contributed to a
strong performance overall.”
Business Review continued
We support the communities in which we operate, which
are home to most of our employees, by sponsoring and
attending events to support the local fishing industry and
raise environmental and aquaculture awareness. For
example, for the sixth year in a row, SSF sponsored a
Galician education programme enabling 330 local school
students to learn about sustainable aquaculture and fishing,
and how to value and care for our oceans.
Read more on our sustainability activities on pages 44
and 51-52.
Outlook
The Christmas season is crucial for SSF and 2024 did not
disappoint, with record revenues achieved for both turbot
and sole. As a result, we entered 2025 in a strong position.
We will continue to progress our growth and expansion
plans to increase production capacity and meet increasing
demand for high-quality, responsibly produced seafood.
We will also remain focused on developing our pioneering
farming techniques, adopting innovative technologies
and engaging in research and development projects
and partnerships.
In 2025, we will diversify our product offering further and
strengthen our consumer brand to ensure we continue to
meet customer needs and retain our market-leading position.
In everything we do, we will remain focused on fish welfare
and sustainability, ensuring that future generations continue
to enjoy wonderful seafood.
Jordi Trias
President
Stolt Sea Farm
17Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Stolt Investments
Business Review continued
Stolt-Nielsen Gas
Stolt-Nielsen Gas (SNG) is dedicated to investments within
LNG, including in Avenir LNG Limited (Avenir), Higas
Holdings Limited (Higas) and Golar LNG Limited (Golar).
In February 2025, SNG purchased all the shares of Avenir
owned by Golar and Aequitas Limited (46.9% ownership
interest), and an additional 1.9% of Avenir shares, increasing
its total shareholding from 47.0% to 95.8%.
Avenir is an industry leader in small-scale LNG supply and is
focused on supporting the marine energy transition through
one of the largest fleets of small-scale LNG vessels. Higas
owns an LNG storage terminal in Sardinia. Golar designs,
converts, owns and operates marine infrastructure that turns
natural gas into LNG.
As at the date of this report SNG also held a 2.5% stake in
Golar LNG (Golar) and a 50% stake in Higas.
Stolt Ventures
Stolt Ventures is SNL’s investment vehicle focused on
identifying and investing in sustainable technologies with
the potential to contribute to productivity and sustainability
improvements within our core operations. As the energy
transition gathers pace, we seek to be an active investor
in new technologies that will boost our efficiency while
reducing our environmental impact.
Stolt Ventures made two investments during 2024. Firstly, an
investment was made in OceanScore, which has a platform
providing data and compliance management solutions for
carbon emissions in the maritime industry. An investment
was also made in Motion Ventures, a fund based in
Singapore which is focused on maritime supply
chain technologies.
Cultivating value through diverse investments
Stolt-Nielsen invests in areas that align with our strategy
and core competencies. We actively seek investment
opportunities in bulk liquid logistics, distribution, liquefied
natural gas (LNG), land-based aquaculture and sustainable
technologies. We also identify technology ventures with the
potential to improve our operational efficiency, enhance our
sustainability, drive innovation, and ultimately deliver
superior returns for our shareholders.
As at the date of this report, SNL held shares in Odfjell SE
(13.6% of A shares), The Kingfish Company NV (12.3%) and
Ganesh Benzoplast Limited (8.5%).
Odfjell SE is a chemical tanker and storage terminal operator
listed on the Oslo Stock Exchange. In February 2024, SNL
acquired a further 3,225,000 Odfjell SE class A shares, for
$35.6 million, taking SNL’s holding in Odfjell SE from 8.3%
to 13.6%. Odfjell SE distributed dividends during 2024 on the
back of strong financial results, of which SNL received
$13.4 million in income.
The Kingfish Company NV, listed on Euronext Growth, Oslo,
is a market leader in land-based recirculating aquaculture
system (RAS) farming of yellowtail. The company provides
an interesting opportunity to support and participate in the
development of this highly attractive species using
RAS technology.
Ganesh Benzoplast Limited is based in India and listed on
the Mumbai Stock Exchange. It provides and operates
chemical logistics and storage facilities.
18Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Management’s Discussion of
Operating Performance
This section discusses Stolt-Nielsen
Limited’s (SNL) operating results and
financial condition for the years ended
November 30, 2024, and 2023.
This discussion consists of:
• Results of operations
• Business segment information
• Liquidity and capital resources
• Critical accounting estimates
• Principal risks
• Treasury shares
• Going concern
• Subsequent events
Financial Review
19Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
For the years ended
November30
(in US $ thousands) 2024 2023
Net profit excluding one-time items 400,759 411,651
One-time items:
Impairment of investment in and
advances to Higas (6,000) –
Legal claims provision,
net of tax expense – (115,000)
Net profit 394,759 296,651
Consolidated income statement
Net profit of SNL was $394.8 million for 2024, compared
with $296.7 million in 2023. Excluding the one-time items
described in the table, net profit was $400.8 million,
$10.9 million lower than in 2023.
The most significant factors affecting SNL’s performance in
2024 were:
• Stolt Tankers reported an operating profit of $390.1 million,
an increase of $19.0 million compared to the prior year’s
operating profit of $371.1 million. Deep-sea results
improved, primarily driven by favourable freight rates
and lower port charges.
• Stolthaven Terminals reported an operating profit of
$110.4 million compared to $105.0 million, as a result
of rate escalations on new and existing businesses and
strong performance at joint ventures.
• Stolt Tank Containers (STC) reported an operating profit of
$59.0 million, down from $117.2 million in 2023, excluding
the MSC Flaminia provision of $155.0 million. The lower
operating profit was primarily due to a reduction in both
transportation margins and demurrage revenue,
underscoring the weak market conditions.
For the years ended
November30
(in US $ thousands) 2024 2023
Operating revenue 2,890,625 2,820,218
Operating expenses (1,851,010) (1,745,793)
Legal claims provision – (155,000)
Depreciation and amortisation (298,757) (292,321)
Gross profit 740,858 627,104
Gross margin 25.6% 22.2%
Share of profit of joint ventures
and associates 62,758 62,265
Administrative and general expenses (274,087) (273,412)
Gain on disposal of assets, net 7,485 3,606
Other operating income 2,821 3,406
Other operating expense (1,305) (3,322)
Operating profit 538,530 419,647
18.6% 14.9%
Non-operating (expense) income:
Finance expense –
finance leases (14,177) (11,389)
Finance expense –
debt and other (112,001) (108,967)
Finance income 16,258 7,742
Foreign currency exchange
loss, net (4,045) (5,289)
Other non-operating income, net 16,550 7,690
Profit before income tax 441,115 309,434
Income tax expense (46,356) (12,783)
Net profit 394,759 296,651
“The Company has a strong
balance sheet and significant
financial flexibility.”
Jens F. Grüner-Hegge, Chief Financial Officer
Financial Review
Results of operations
Below is a summary of SNL’s consolidated financial data for November 30, 2024, and 2023:
20Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Financial Review continued
• Stolt Sea Farm reported an operating profit of $29.2 million,
compared with $24.3 million in 2023. Excluding the fair
value on the biological assets in both years, operating
profit increased by $9.4 million, with higher average sales
prices and sales volumes in turbot and sole.
• Stolt-Nielsen Gas reported an operating loss of $20.5 million
in 2024 versus an operating loss of $10.4 million in 2023.
The losses in both years were mainly attributable to SNL’s
share of losses at Avenir LNG Limited (Avenir) and Higas
Holdings Limited (Higas).
• Corporate and Other operating loss was $29.6 million,
compared to the prior year loss of $32.5 million. Corporate
and Other operating loss in both years primarily comprised
profit sharing, Director and investor expenses, offset by
dividends of certain equity instruments.
Operating revenue
Operating revenue was $2,890.6 million in 2024, which was
2.5% higher than in 2023, mainly due to higher regional fleet
revenues at Stolt Tankers.
Stolt Tankers’ revenue increased by $93.1 million, mainly
due to $111.3 million increase from full-year inclusion of the
Stolt NYK Asia Pacific Services Inc. pool (SNAPS pool) which
commenced in October 2023 as a result of Stolt Tankers
managing the SNAPS pool. The SNAPS pool operates in
East and Southeast Asia markets. The revenues are offset in
operating expenses. In addition, the Caribbean coastal fleet
increased by $30.4 million due to increased operating days
and demurrage. The regional revenue increases were
partially offset by $41.4 million lower deep-sea operating
revenue. Lower freight revenue of approximately $20.0 million
resulted from 13.5% less volume, mostly due to longer
voyages related to the transit restrictions in the Red Sea,
which was partially offset by a 10.6% increase in average
freight rates. Demurrage revenue and bunker surcharge
revenue were also lower than in the prior year.
Stolthaven Terminals’ revenue increased by $8.2 million
compared to 2023, an increase of 2.7%. This increase was
primarily due to higher storage revenue at the majority of the
terminals as a result of rate escalations, despite a drop
in utilisation.
Stolt Tank Containers’ (STC) revenue decreased by
$47.4 million, or 6.8%, in 2024 largely due to a decrease in
demurrage and ancillary revenues and the decrease in partial
shipments from the prior year.
Stolt Sea Farm’s (SSF) operating revenue was $126.8 million
in 2024, increasing by $16.0 million, or 14.4%, which was a
result of turbot sales prices increasing by 14.3% and sales
volumes by 0.7%; and by sole sales prices increasing by 8.8%
and sales volumes by 4.5%.
Gross profit
SNL’s gross profit decreased by $41.2 million or 5.3%,
excluding the prior year $155.0 million MSC Flaminia
provision in STC. The decrease is due to the normalisation
of supply chains in STC.
Stolt Tankers’ gross profit increased by $13.8 million in 2024,
to $437.5 million. The deep-sea gross margin increased by
$8.8 million as a result of a reduction in port charges and
time charter expenses which more than offset the reduction
in deep-sea revenue. The regional fleets increased by
$5.0 million as a result of the improvement in operating
days in the Caribbean fleet.
Gross profit for Stolthaven Terminals was $133.4 million in
2024, compared with $128.6 million in 2023, an increase of
$4.8 million. Gross profit increased due to the impact of
higher operating revenue in 2024, although it was partly
offset by higher personnel, maintenance and facility costs.
STC saw a decrease in gross profit of $59.6 million,
excluding the prior year MSC Flaminia provision of
$155.0 million. This decrease is the result of supply chains
normalising, bringing margins, demurrage and ancillary
revenue down while ocean freight and other costs increased
with the higher number of shipments.
SSF’s gross profit increased by $6.9 million to $41.8 million
from $34.9 million in 2023. Excluding the fair value of
biological assets, gross profit increased $11.5 million in
2024 as a result of the higher average sales prices from
turbot and sole together with higher volumes sold.
Share of profit of joint ventures and associates
SNL’s share of the profits from non-consolidated joint
ventures and associates in 2024 was $62.8 million, up
from $62.3 million in 2023.
Stolt Tankers’ share of profit from joint ventures increased
by $6.4 million to $50.6 million, notably owing to the effect
of improved deep-sea markets at the two deep-sea joint
ventures, NYK Stolt Tankers S.A. and Hassel Shipping 4 AS.
Stolt-Nielsen Gas’ share of losses in Avenir and Higas
was $19.0 million in 2024, compared to $9.9 million in 2023.
This was the result of the challenging LNG market and a
$6.0 million impairment of investment in and advance
to Higas.
Administrative and general expenses
Administrative and general expenses were $274.1 million
in 2024, up from $273.4 million in 2023, an increase of
$0.7 million. This was largely due to normal inflationary
salary increases, higher information services costs and the
effect of the strengthening dollar, partially offset by lower
profit-sharing expenses.
21Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Gain on disposal of assets, net
SNL recorded a net gain on disposal of assets of $7.5 million
in 2024, compared with a gain of $3.6 million in 2023. In
2024, the gain included amounts related to the sale of the
Stolt Facto, Stolt Sisto and Stolt Cormorant. In 2023, the gain
included amounts related to the sale of the Stolt Guillemot.
Other operating income and other operating expense
Other operating income was $2.8 million in 2024, compared
with $3.4 million in 2023. Other operating expense was
$1.3 million in 2024, compared with $3.3 million in 2023.
Finance expense
Finance expense was $126.2 million in 2024, up from
$120.4 million in 2023. Interest on debt increased by
$3.0 million, owing to higher interest rates on SNL debt.
Interest on leases was $14.2 million, compared with
$11.4 million in 2023.
Finance income
Finance income was $16.3 million in 2024, up by $8.5 million
compared with 2023.
Foreign currency exchange loss, net
In 2024, SNL had a foreign currency exchange loss of
$4.0 million, compared with a $5.3 million loss in 2023. The
2024 loss was mainly due to the effect of the strengthening
of the US dollar against the NOK, JPY and CNY on
intercompany loans, as well as realised and unrealised
foreign exchange hedging losses.
Other non-operating income, net
Non-operating income was $16.6 million in 2024, compared
with $7.7 million in 2023 due to higher dividend income from
equity instruments.
Income tax expense
Income tax expense was $46.4 million in 2024, compared
to $12.8 million in 2023. The income tax expense was
significantly lower in 2023 owing to the tax benefit relating
to the legal claims provision.
Business segment information
This section summarises the operating performance for
each of SNL’s principal business segments. The Corporate
and Other category includes corporate-related expenses and
all other operations which are not reportable as separate
business segments.
For the years ended
November30
(in US $ thousands) 2024 2023
Operating revenue
Stolt Tankers 1,802,914 1,709,839
Stolthaven Terminals 308,048 299,815
Stolt Tank Containers 652,121 699,504
Stolt Sea Farm 126,789 110,831
Corporate and Other 753 229
Total 2,890,625 2,820,218
Operating profit (loss)
Stolt Tankers 390,082 371,076
Stolthaven Terminals 110,354 104,968
Stolt Tank Containers 58,988 (37,831)
Stolt Sea Farm 29,179 24,352
Stolt-Nielsen Gas (20,492) (10,396)
Corporate and Other (29,581) (32,522)
Total 538,530 419,647
Stolt Tankers
Operating revenue
Operating revenue increased by $93.1 million in 2024 versus
2023, with deep-sea revenue decreasing by $43.2 million and
regional revenues increasing by $136.3 million.
Deep-sea revenue decreased from a combination of lower
freight, demurrage and bunker surcharge revenue. Deep-sea
freight revenue decreased approximately $20.0 million as
a result of a 13.5% reduction in volume. Stolt Tankers
experienced restricted transit in the Panama Canal and the
Red Sea through much of the year, resulting in longer voyages.
In addition, Tufton Shipping withdrew its eight ships at the
end of 2023. Partially offsetting this was a 10.6% increase in
average freight rates between the periods, mainly driven by
a 16.9% increase in the rates on contracts of affreightment
(COA) business, which contributed approximately 49% of
total deep-sea freight revenue. Bunker surcharge revenue
decreased by $9.8 million due to more spot revenue and
demurrage revenue decreased by $10.9 million mainly due
to less time in port.
Regional fleet revenue increased by $136.3 million, mainly
driven by the SNAPS pool ($111.3 million) and the Caribbean
coastal fleet ($30.4 million). As discussed above, as Stolt
Tankers manages the SNAPS pool, all revenues are now
included in the Stolt Tanker results with an offset in
operating expenses. The increase in the Caribbean coastal
fleet was influenced by 24.4% more operating days and
higher demurrage revenue.
The time charter equivalent revenue (revenue less trading
expenses) per operating day for the deep-sea fleet for 2024
was $31,574 versus $29,621 in 2023, an increase of 6.6%.
As of November 30, 2024, Stolt Tankers owned and/or
operated 162 ships and barges, representing 3.05 million
deadweight tonnes (dwt), compared to 162 ships and barges
and 3.00 million dwt at the end of 2023.
Financial Review continued
22Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Number
of ships
Millions of
dwt
% of STJS net
earnings for
the year
ended
November 30,
2024
Stolt Tankers Joint Service
(STJS):
Stolt Tankers Limited
(54 owned ships) 61 1.97 74%
NYK Stolt Tankers S.A. 9 0.27 12%
Hassel Shipping 4 AS 8 0.26 12%
SFL Corporation 1 0.03 –
CMB Tech Netherlands 2 0.05 2%
Total STJS 81 2.58 100%
Ships in wholly owned
regional services
(18 owned ships) 47 0.21
Ships in joint venture
regional services
(31 owned by joint
ventures) 34 0.26
Total 162 3.05
Operating profit
Operating profit increased by $19.0 million, to $390.1 million
in 2024 from $371.1 million in 2023. This was as a result of
the $93.1 million increase in revenues discussed above and
a $6.4 million increase in share of profit from joint ventures
and associates, partially offset by increases in
operating expenses.
Operating expenses increased by $76.7 million. As
mentioned above, the revenue of the SNAPS pool was
completely offset through operating expenses. Excluding the
$111.3 million of SNAPS pool expenses, operating expenses
decreased by $34.6 million. Deep-sea port charges
decreased by $43.9 million due to a decrease in volume
between the years and restrictions in the Panama and Suez
Canals for most of the year. Deep-sea time charter expenses
also decreased by $15.1 million due to the Tufton ships
being redelivered from the Joint Service. Offsetting this was
$24.3 million higher time charter and other expenses in the
Caribbean coastal fleet from the increase in operating days.
Bunker expenses for deep sea were $5.2 million lower as a
result of fewer operating days. The average price of very low
sulphur fuel (VLSF) and intermediate fuel oil (IFO) consumed
in 2024 was $593 per tonne, up 0.4% from $591 per tonne in
2023. Ship management costs were $9.6 million or 4.2%
higher than prior year mainly due to increased costs for
manning and maintenance and repairs.
Stolt Tankers’ share of profit from joint ventures increased
by $6.4 million to $50.6 million, most notably owing to NYK
Stolt Tankers S.A. and Hassel Shipping 4 AS benefitting from
the improved deep-sea markets.
Stolthaven Terminals
Operating revenue
Stolthaven Terminals’ revenue increased by $8.2 million to
$308.0 million in 2024, from $299.8 million in 2023. Storage
rental revenue increased by 2.1%, as a result of higher
average rental rates, despite a decrease in the average
utilisation rate to 90.8% in 2024, down from 96.7%. The
decrease in utilisation was related to the Company’s
long-term optimisation project. Ancillary revenue such as
utilities and dock revenue also increased by $3.9 million.
Total available average capacity at the wholly owned
terminals increased to 1,747,547 cubic metres in 2024
from 1,723,720 cubic metres in 2023. This increase in
capacity was as a result of expansions in Dagenham, UK
and New Zealand. Product handled increased slightly to
14.4 million metric tonnes in 2024 from 14.2 million metric
tonnes in 2023.
Operating profit
Operating profit increased by $5.4 million to $110.4 million in
2024, from $105.0 million in 2023. The revenue increase of
$8.2 million in 2024 discussed above was partly offset by
higher expenses.
Operating expenses increased by $3.1 million and
administrative and general expenses by $2.5 million from
2023. These increases were driven by normal inflationary
personnel costs, as well as higher maintenance and
facility costs.
Stolthaven Terminals’ share of profit of joint ventures and
associates increased by $3.2 million, due to additional
capacity, high utilisation and improved rates at all joint
venture terminals.
Stolt Tank Containers
Operating revenue
STC’s revenue decreased to $652.1 million in 2024 from
$699.5 million in 2023, a decrease of $47.4 million or 6.8%.
This was primarily due to the impact of $34.8 million lower
demurrage and ancillary revenues; this was a result of the
previous bottlenecks in the supply chain being cleared. The
remaining decrease was due to the revenue impact of partial
shipments between the two years. The impact of higher
completed shipments on transportation revenue was largely
offset by lower freight rates.
In 2024, STC handled 154,721 tank container shipments,
compared to 142,522 shipments in 2023, which represents
an 8.6% increase in volumes and reflects a focus on growing
market share in 2024. Average monthly utilisation was 63.9%
Financial Review continued
23Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
in 2024, consistent with 2023. STC’s fleet increased by 0.9%
to 51,407 tank containers at the end of 2024, compared to
50,928 tank containers at the end of 2023.
Operating profit
STC’s operating profit decreased by $58.2 million, excluding
the impact of a provision in the prior year for MSC Flaminia
of $155.0 million. The decline in operating profit was driven
by the revenue decline discussed above, and an increase in
freight and other operating costs of $18.5 million, as a result
of the higher number of shipments. Depreciation expense
was $3.7 million higher driven by the addition of new tanks.
Stolt Sea Farm
Operating revenue
SSF’s revenue increased by $16.0 million, or 14.4%, to
$126.8 million in 2024 from $110.8 million in 2023, due to
higher sales prices and sales volumes for both species.
Turbot sales volumes increased by 0.7% while prices
increased by 14.3%. Sole volumes increased by 4.5% and
prices increased by 8.8%.
Operating profit
SSF reported an operating profit including fair value gain
(loss) on biological assets of $29.2 million in 2024,
compared to an operating profit of $24.4 million in 2023, a
year-on-year increase of $4.8 million. Excluding the fair value
loss on biological assets of $0.7 million in 2024 and gain of
$3.9 million in 2023, the increase in operating profit between
the two periods was $9.4 million. The operating profit
increase comes from the increased revenues from higher
sales prices and higher sales volumes in both species.
The decrease in the fair market value on the biological
assets was the result of lower turbot sale prices at the
end of November 2024 due to promotional discounts.
Stolt-Nielsen Gas
Stolt-Nielsen Gas is an investment arm of SNL focusing on
the LNG segment with holdings in Avenir, Higas and Golar
LNG Limited (Golar). At 30 November, 2024, the results of
both Avenir and Higas were reported as joint ventures, while
changes in the share price of the Golar investments were
reported as Other comprehensive income. Stolt-Nielsen Gas
reported an operating loss of $20.5 million in 2024 versus a
loss of $10.4 million in 2023. The underlying losses in both
years were mainly attributable to SNL’s share of Avenir and
Higas which included a $6.0 million impairment of
investment in and advance to Higas in 2024. See Note 33 to
the Financial Statements for discussion on the acquisition of
a 48.8% share of Avenir, subsequent to November 30, 2024.
Corporate and Other
Corporate and Other operating loss was $29.6 million,
compared with the prior year loss of $32.5 million.
Financial Review continued
24Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Liquidity and capital resources
For the years ended
November30
(in US $ thousands) 2024 2023
Summary cash flows
Net cash provided by operating activities:
Net profit 394,759 296,651
Depreciation and amortisation 298,757 292,321
Share of profit of joint ventures and associates (62,758) (62,265)
Finance expense, net of income 109,984 112,614
Income tax expense 46,356 12,783
Fair value loss (gain) on biological assets 699 (3,914)
Other adjustments to reconcile net profit to net cash from operating
activities (6,695) (5,899)
Changes in working capital assets and liabilities 784 157,901
Dividends from joint ventures and associates 53,808 43,832
Insurance proceeds related to MSC Flaminia lawsuit – 133,000
Payment of the MSC Flaminia provision (290,000) –
Other, net (1,815) (2,681)
Cash generated from operations 543,879 974,343
Net interest paid, including debt issuance costs (110,526) (106,265)
Income taxes paid (21,740) (13,682)
Net cash generated from operating activities 411,613 854,396
Cash flows from investing activities:
Capital expenditures (229,537) (259,438)
Purchase of intangible assets (6,593) (8,538)
Deposits on newbuildings (41,328) –
Investment in joint ventures and associates (14,520) (18,175)
Proceeds from sales of assets 64,745 6,333
(Purchase) sale of shares in equity instruments (35,600) 11,798
(Advances to) repayments of advances to joint ventures, net (59,108) 14,595
Other 811 (7,727)
Net cash used in investing activities (321,130) (261,152)
For the years ended
November30
(in US $ thousands) 2024 2023
Net cash used for financing activities:
Repayment of long-term debt (519,643) (461,745)
Proceeds from issuance of long-term debt 518,326 333,840
Principal payments on leases (64,130) (54,495)
Dividends paid (133,876) (120,495)
Net cash used in financing activities (199,323) (302,895)
Effect of exchange rate changes on cash (2,937) 4,025
Net (decrease) increase in cash and cash equivalents (111,777) 294,374
Financial Review continued
25Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Net cash provided by operating activities
In 2024, SNL generated cash from operating activities
of $411.6 million, compared with $854.4 million in 2023.
This decrease was mostly due to a $290.0 million payment
related to the MSC Flaminia claim, compared with
$133.0 million received from insurance underwriters
in relation to the same claim in the prior year.
Net cash used in investing activities
Net cash used in investing activities was $321.1 million
in 2024, compared with $261.2 million in 2023. The most
significant uses of cash for investing during 2024 were:
i. Capital expenditures of $229.5 million, $29.9 million lower
than in 2023.
ii. Deposits of $41.3 million on six 38,000 dwt stainless steel
parcel tankers.
iii. Purchase of computer software of $6.6 million.
iv. Purchase of equity shares in Odfjell SE for $35.6 million.
v. Investment of $14.5 million in joint ventures, Stolthaven
Revivegen Kaohsiung Co., Ltd. (Taiwan) and Ceyhan
Terminal Himzetleri Anonim Sirketu (Turkey).
vi. Net advances to joint ventures of $59.1 million.
Offsetting the uses of cash were proceeds from the sale
of ships and other assets of $64.7 million.
Cash capital expenditures by business are
summarised below:
For the years ended
November30
(in US $ thousands) 2024 2023
Stolt Tankers 75,365 102,920
Stolthaven Terminals 89,260 71,967
Stolt Tank Containers 39,845 64,972
Stolt Sea Farm 14,455 17,449
Corporate and Other 10,612 2,130
Total 229,537 259,438
Cash spent during the year ended November 30, 2024
primarily reflected:
i. $45.6 million on tanker projects
ii. $29.7 million on drydocking of ships
iii. $89.3 million on terminal expansion and maintenance
projects
iv. $39.8 million on the purchase of tank containers and
construction at depots
v. $14.5 million on Stolt Sea Farm capital expenditures.
Net cash used in financing activities
Net cash outflow from financing activities totalled
$199.3 million in 2024, compared with $302.9 million
in 2023.
The significant cash sources from 2024 financing activities
were $518.3 million of debt issuances, compared with
$333.8 million in 2023. The 2024 debt issuances
mainly comprised:
i. $30.5 million cash received on an additional issue of NOK
bonds, maturing in September 2028.
ii. $37.5 million four-and-half year loan agreement with
Nordea Bank Abp, secured by two second-hand ships
purchased in 2023.
iii. $450.0 million in seven-year and ten-year notes in the US
private placement market. The notes are secured by
US-based assets.
The principal uses of cash for financing activities in
2024 were:
i. $519.6 million in repayment of long-term debt, compared
with $461.7 million in 2023.
ii. $64.1 million of principal payments on lease liabilities,
compared with $54.5 million in 2023.
iii. $133.9 million in dividend payments, compared with
$120.5 million in 2023.
Indebtedness
SNL’s total consolidated debt, excluding debt issuance
costs, was $2,204.5 million as of November 30, 2024 and
$2,091.7 million as of November 30, 2023, as set out in the
table below.
(in US $ thousands) 2024 2023
Long-term debt
(including current portion) 1,860,497 1,853,465
Long-term lease liabilities
(including current maturities) 344,011 238,207
Total debt on Consolidated Financial
Statements 2,204,508 2,091,672
Available unused facilities:
Committed revolving credit line 418,227 294,588
Total debt and unused facilities 2,622,735 2,470,260
Long-term debt in the table above excludes debt issuance
costs of $17.7 million and $16.9 million as of November 30,
2024 and 2023, respectively.
Financial Review continued
26Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Short-term debt
Short-term debt consists of debt obligations to banks under
uncommitted lines of credit and bank overdraft facilities that
can be withdrawn by the banks on short notice.
During 2024, SNL also had three committed revolving credit
lines, totalling $418.2 million. These were a sustainability-
linked revolving credit facility (RCF) secured by 17 ships for
$168.2 million, a $100.0 million credit line with DNB (UK)
Limited secured by SNL’s investment in Advario Stolthaven
Antwerp, NV (Secured RCF facility) and a $150.0 million
revolving credit facility with Danske Bank A/S, Nordea Bank
Abp, DNB (UK) Ltd, Swedbank AB and Skandinaviska
Enskilda Banken AB secured by Stolt Sea Farm SA shares.
Long-term debt
Long-term debt consists of debt collateralised by mortgages
on SNL’s ships, tank containers and terminals and unsecured
bank loans at SSF, as well as $137.4 million unsecured bond
financing denominated in NOK ($142.9 million after
considering the effect of the cross-currency interest rate
swaps). It does not include the off-balance-sheet
arrangements discussed below. SNL’s long-term debt
(including debt issuance costs) was $1,842.8 million and
$1,836.6 million as of November 30, 2024 and 2023,
respectively, as set out below:
(in US $ thousands) 2024 2023
Long-term debt 1,842,772 1,836,601
Less: Current maturities (195,645) (255,109)
1,647,127 1,581,492
Long-term lease liabilities
IFRS 16, Leases (IFRS 16), requires all but immaterial or
short-term leases to be recorded on the balance sheet.
As of November 30, 2024, SNL had long-term lease liabilities
for ships, terminal facilities and machinery, tank containers,
barges, land, permits, computer and office equipment and
offices. Certain of the leases contain clauses requiring
payments in excess of the base amounts to cover operating
expenses related to the leased assets. Such payments are
expensed in the period of payment.
Reconciliation of net cash flows to
movement in net debt
SNL had the following changes in net debt, which is defined
as short-term loans, long-term debt and lease liabilities, less
cash and cash equivalents.
(in US $ thousands) 2024 2023
Decrease (increase) in cash and
cash equivalents for the year 111,777 (294,374)
Cash inflow from increase in debt 518,326 333,840
Cash outflow from repayments
of debt (519,643) (461,745)
Cash outflow from leases (64,130) (54,495)
Change in net debt resulting from
cash flows 46,330 (476,774)
Lease liabilities capitalised, net of
retirements 171,660 67,938
Currency movements 5,537 (2,463)
Debt issuance costs and other
movements 225 1,370
Movement in net debt in the year 223,752 (409,929)
Opening net debt 1,628,293 2,038,222
Closing net debt 1,852,045 1,628,293
During 2024, SNL met its liquidity needs through a
combination of cash generated from operations, borrowings
from commercial banks and other financial institutions and
proceeds from the sale of assets.
Generally, Stolt Tankers was able to operate with a minimum
of working capital by tight credit terms to customers,
keeping accounts receivable to a minimum, and by obtaining
standard credit terms of 30 to 90 days from most suppliers.
For Stolthaven Terminals and STC, a normal business
operating cycle prevails with balanced credit terms. For
SSF, the production cycle for various farmed fish species is
several months to years, requiring a normal level of working
capital to finance inventory.
Ships, terminals, tank containers and investments in equity
instruments can be an important source of liquidity, as these
assets can be used to secure debt or can be sold and, if
needed, leased back. SNL realised proceeds from the sale of
ships and other assets of $64.7 million in 2024, compared to
$6.3 million in 2023.
SNL’s objectives when managing capital are to safeguard
its ability to continue as a going concern, in order to provide
returns for shareholders and benefits for other stakeholders,
and to maintain an optimal capital structure to reduce the
cost of capital. SNL monitors capital on the basis of the ratio
of debt to tangible net worth (shareholders’ equity less
intangible assets, non-controlling interests and other
components of equity). During the year ended November 30,
2024, debt and lease liabilities increased by $112.0 million.
Tangible net worth increased by $246.9 million from
November 30, 2023. This was primarily due to net profit
of $394.8 million partially offset by declared dividends of
$147.3 million. The debt to tangible net worth ratio was
0.94 at November 30, 2024, an improvement from 1.00 at
November 30, 2023. This is below the 2.25 threshold included
as a debt covenant in most of SNL’s debt agreements.
Financial Review continued
27Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Off-balance-sheet arrangements
In addition to the obligations recorded on SNL’s consolidated balance sheets, certain commitments that will result in
future cash outlays are not recorded on the Company’s consolidated balance sheets. In addition to long-term debt interest
payments, these off-balance-sheet arrangements consist of immaterial or short-term leases, committed capital expenditures
and the retained and contingent interests discussed in the Significant contractual obligations section below.
Leases
In accordance with IFRS 16, all leases other than those that are immaterial or less than one year are capitalised. Future
commitments for short-term or immaterial leases were $4.3 million at November 30, 2024, compared with $4.7 million
at November 30, 2023.
Significant contractual obligations
SNL has various contractual obligations, some of which are required to be recorded as liabilities in the Consolidated Financial
Statements. SNL’s operating leases, committed capital expenditures, long-term debt and lease liability interest payments,
and other executory contracts are not required to be recognised as liabilities on the Company’s consolidated balance sheets.
As of November 30, 2024, SNL’s other purchase obligations were not material. The following summarises SNL’s significant
contractual obligations as of November 30, 2024, including those reported on the Company’s consolidated balance sheet
and others that are not:
(in US $ thousands) Total
Less
than 1 yr 2-3 yrs 4-5 yrs
More than
5 yrs
Contractual cash obligations:
Long-term debt
1
1,860,497 200,446 506,426 605,365 548,260
Long-term fixed rate debt interest payments 417,766 84,445 143,819 100,787 88,715
Long-term variable rate debt interest payments
2
64,649 18,595 27,130 13,774 5,150
Lease principal payments 344,011 58,581 83,169 51,368 150,893
Lease interest payments 135,287 17,267 26,459 18,551 73,010
Operating leases 4,285 2,939 976 370 –
Committed capital expenditures 655,294 284,364 283,126 87,804 –
Derivative financial liabilities
2
14,240 1,616 6,688 5,489 447
Pension and post-retirement benefit obligations
3
1,838 1,838 – – –
Total contractual cash obligations: 3,497,867 670,091 1,077,793 883,508 866,475
1. Excludes debt-issuance cost.
2. Long-term variable rate debt interest payments and derivative financial liabilities are based on the rates in effect at November 30, 2024. Derivative financial liabilities are
based on undiscounted cash flows.
3. Pension and post-retirement benefits contributions – SNL includes these amounts based on current estimates of contributions to the pension plans that may be required.
The Company has not disclosed possible payments beyond the next 12 months owing to the significant difficulty in forecasting these amounts with any accuracy.
Financial risk management
SNL is exposed to a variety of financial risks, including
market risk, credit risk and liquidity risk. The Company’s
overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise
potential adverse effects on SNL’s financial performance.
This is covered in more detail in the annual
Financial Statements.
Critical accounting estimates and judgements
In the preparation of SNL’s Financial Statements, there are a
number of areas where assumptions have been made about
the future, together with management judgements and
estimates. Such areas could experience significantly
different outcomes should these assumptions, judgements
and estimates differ from actual results. The key areas
where estimates and judgements have significant
impact are:
• Voyage revenue and costs
• Depreciation and residual values
• Review of impairment triggers
• Investments in joint ventures and associates
To obtain a better understanding of SNL’s detailed
accounting policies in these areas, please see Note 2
to the Financial Statements.
Financial Review continued
28Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Principal risks
Each business segment considers strategic, operational
and financial risks and identifies actions to mitigate those
risks. These risk profiles are updated at least annually. The
principal risks and uncertainties for the next financial year
are discussed below.
Safety risk
Stolt Tankers, Stolthaven Terminals and Stolt Tank
Containers are engaged in the worldwide transportation,
storage and distribution of bulk liquid chemicals, edible oils,
acids and other speciality chemicals, some of which are
hazardous if not handled correctly. If a major safety risk
materialises, such as a collision or explosion, which has
occurred in the past, this could result in injuries, loss of life,
environmental harm, disruption of business activities, loss
or suspension of permits or loss of license to operate.
Accordingly, this could have a material adverse effect on our
earnings, cash flows and financial condition. SNL’s assets
and procedures are designed to avoid contaminations, spills,
leaks, fires and explosions, with safety equipment installed
to minimise the impact of such incidents. SNL has put
policies and procedures in place to ensure safe transport,
operations and equipment care. SNL has also tailored
training programmes for emergency response plans and
employees regularly review and test such plans through
safety drills, partnering with local incident response services
and regulatory agencies. Drills involve the safe evacuation
of the workforce, visitors and all other parties from the
Company’s ships, terminals, depots, farms and offices.
Political and geopolitical risk
SNL has international operations, and its business, financial
condition and results of operations may be adversely
affected by changing economic, political and government
conditions in the countries and regions where SNL’s ships
and tank containers are employed, and terminals are located.
SNL is also exposed to geopolitical risks where territorial and
other disputes between countries could lead to the outbreak
of war or international hostilities that could damage the
world economy, adversely affect the availability of, and
demand for, petroleum and chemical products and adversely
affect SNL’s ability to operate ships, terminals or tank
containers. Moreover, SNL operates in a sector of the
economy that is likely to be adversely affected by the impact
of political instability, terrorist or other attacks and war or
international hostilities; for example, the invasion of Ukraine
by Russia and the ship attacks in the Red Sea.
There has also been a rise of nationalism and protectionism
leading to tariffs and sanctions which could disrupt trade
lanes. The US-China relationship could potentially influence
sourcing patterns and tariff costs.
For an effective and competitive global chemical shipping
business, managing geopolitical risk is a strategic imperative.
Cross-border expansion is a significant contributor to
growth. In some cases, cargoes are located in – or destined
for – troubled or developing markets where considerable
cultural, infrastructure, security or technology challenges
must be met. At the same time, economic and population
growth, especially in Asia, is creating new demand for
petroleum and chemical products. Sufficient supply must
be in place with supporting infrastructure and distribution
to meet demand in these high-growth markets.
Climate change risk
SNL may incur substantial costs as a result of changes in
weather patterns due to climate change. Increases in the
frequency, severity or duration of severe weather events
such as hurricanes, typhoons or other extreme weather
events could result in asset loss, injuries, lost earnings,
difficulty in obtaining insurance and higher costs. Changes in
sea water temperature can adversely impact growth rates of
fish, harm the fish and lead to losses of fish. To counteract
future climate change, there have been increasingly stringent
regulations, such as the requirement to use low-sulphur
fuels, and violations can lead to significant fines and
penalties. Future regulations may make SNL assets
prematurely obsolete, increase expenses or require costly
investments. For example, the EU Emissions Trading System
(ETS) started in 2024 for shipping and requires the purchase
of EU allowances equivalent to its carbon emissions which
has driven an increase in operating expenses. SNL has
included wording in its COAs that allow for the recovery of
these costs from its customers. SNL is using its expertise
and strong industry relationships to investigate and explore
new technologies to enable the move towards a low-
carbon future.
Financial Review continued
29Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Tanker and tank container industry risk
The tanker industry is cyclical and volatile, which may lead to
reductions and/or volatility in freight rates, volumes and ship
values. Fluctuations in the rates that Stolt Tankers can
charge result from changes in the supply and demand for
ship capacity and changes in the supply and demand for
the products carried, particularly the bulk liquids, chemicals,
edible oils, acids and other speciality liquids that comprise
the majority of the products the Company transports.
Factors influencing demand include supply for products
shipped, economic growth, environmental development
and the distances that products are moved by sea. Factors
influencing supply include the number of new ships and
recycling of old ships, changes in regulations, the strength
of clean petroleum products tanker markets and availability
of capacity at shipyards.
Stolt Tankers mitigates these risks by actively managing the
mix of business between COA and spot and utilises various
tools to increase fleet flexibility and decrease risk. Contract
business tends to be less volatile in terms of both rates and
volumes than spot business. Management endeavours to
increase the contract percentage and lengthen contract
duration during periods of uncertainty or when management
determines that market conditions are likely to deteriorate.
In general, Stolt Tankers maintains a relatively high
percentage of contract business. Stolt Tankers also actively
manages its charter periods to allow a certain number of
ships to be redelivered on short notice. Within the owned
fleet, Stolt Tankers endeavours to maintain a balanced age
profile. Through this technique, fleet size can be managed
by early retirement of older ships when demand is soft and
life extension of ships during periods of higher demand.
The tank container industry is also cyclical and volatile,
which may lead to reductions and/or volatility in freight rates
and shipment volumes. Fluctuations in the rates that Stolt
Tank Containers can charge its customers result from new
competition attempting to aggressively grow market share,
combined with an oversupply of tank containers in the
market. Stolt Tank Containers mitigates this risk by actively
managing customer relationships and pricing as well as
maintaining a balance of owned and leased tanks. Fleet
size can easily be managed by the on-hire and off-hire of
leased tanks.
Cyber risk
There is a risk that an external third party could gain
unauthorised access to SNL’s information technology
systems for the purpose of financial gain, industrial
espionage, sabotage or terrorism.
SNL has virus, spam and malware protection, an isolated
environment for its business applications, firewalls and
other network and data centre protection and an identity
management system. As with all companies, these security
measures are still vulnerable to third-party security breaches,
employee error, malfeasance, faulty password management
or other irregularities. For example, third parties may attempt
to fraudulently induce employees or customers to disclose
user names, passwords or other sensitive information, which
may in turn be used to access SNL’s information
technology systems.
SNL devotes significant resources to network security,
data encryption and other security measures to protect
its systems and data, but these security measures cannot
provide absolute security. To the extent SNL might
experience a breach of its systems and be unable to protect
sensitive data or physical assets, such a breach could
negatively impact SNL’s financial position.
Newbuilding risk
SNL spends substantial sums during the construction of
parcel tanker newbuildings without earning revenue and
without assurance that ships will be completed on time or at
all. The risks with respect to newbuildings arise because SNL
is typically required to pay substantial amounts as progress
payments during construction of a newbuilding but does not
derive any revenue from the ship until after its delivery. SNL’s
receipt of newbuildings could be delayed temporarily or
indefinitely because of:
• Quality or engineering problems
• Work stoppages or other labour disturbances at
the shipyard
• Bankruptcy or another financial crisis of the shipbuilder
• A backlog of orders at the shipyard
• SNL requests for changes to original ship specifications
• Shortages of, or delays in the receipt of, necessary
equipment or construction materials, such as steel, as a
result of tariffs or other events
• A company involved with the newbuilding is sanctioned by
a nation state.
If the delivery of a ship is materially delayed, this could
adversely affect the business and its results of operations,
cash flow and financial condition. SNL manages these risks
by agreeing to industry-standard provisions dealing with
compensation for delays and rights to terminate the
newbuilding contract. Any progress payments or
downpayments made by the Company under the
newbuilding contracts are secured by refund guarantees
issued by commercial banks or government institutions to
cover the repayment obligation by the shipyards in case of
a yard default.
Financial Review continued
30Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Ships are required to use marine fuels with a sulphur content
of no more than 0.50% against the previous limit of 3.50%.
Stolt Tankers is taking a multifaceted approach to low-
sulphur fuel. Thirteen vessels have been fitted with wet
hybrid scrubbers in order to reduce sulphur emissions and,
of these, three are still to be certified. The rest of the Stolt
Tankers fleet has switched to marine gas oil or alternative
fuels, depending on availability, usability and cost efficiency.
The vast majority of COA now include adapted bunker
surcharge clauses to cover the higher fuel prices.
For Stolt Tank Containers, the impact of increased freight
costs due to changes in capacity on container ships in select
markets, additional surcharges, and fluctuations in fuel
prices can result in downward pressure on margins. Cost
increases are passed on to customers when possible. Given
quoted rate validity periods to customers, there is a negative
impact on margins in periods of rising freight costs until
rates can be increased.
Disease outbreaks and pandemic risks
SNL’s operations are global in nature and rely on a significant
number of operational staff and third-party suppliers to run
smoothly. As has been evidenced by the Covid-19 pandemic,
disease outbreaks can put significant restrictions on the
movement of people and their ability to get to their place of
work as well as restrictions on the operations of our assets.
If the movement of people and transport operations are
restricted, this could limit SNL’s ability to meet commitments
to customers and could impact financial results. Likewise,
any outbreak onboard our ships or at one of our terminals
could impact the operations of individual assets. The
severity of the impact of such disruptions would depend
on the spread and duration of the disease. To the extent
possible, business continuity plans have been updated
and implemented to mitigate any negative impact on the
businesses from a widespread and long-lasting disease of
the coronavirus type.
Project development risks
Stolthaven Terminals is working on various projects at its
wholly owned and joint venture terminals. The development
of terminal operations and jetties involves significant upfront
investment in infrastructure and there are risks inherent in
such developments, including political, regulatory, currency
exchange, liquidity, financial, contractual and structural risks.
The occurrence of one or more of these risk factors could
delay the project and result in increased project costs.
Different countries carry varying degrees of risk depending
on social, cultural, political and financial development and
stability. Efforts are made to mitigate these risks by
employing local country and regional representatives to act
as liaisons with local authorities and to devise appropriate
mitigating actions.
Bunker fuel and freight costs
Bunker fuel constitutes one of the major operating costs
of the tanker fleet and price changes can have a material
impact on SNL’s results. Although efforts are made to
reduce the impact of price changes by passing bunker
fuel costs through to customers or through the Company’s
bunker hedging programme, a significant portion is incurred
solely by the Company. Approximately half of Stolt Tankers’
STJS revenue in 2024 was derived from contracts of
affreightment (COA). Approximately all of these COA had
provisions to pass through fluctuations in fuel prices to
customers. As a result, the expected cover from COA equals
approximately half of the total deep-sea bunker
price exposure.
The profitability of spot revenue was directly impacted by
changes in fuel prices, subject to the Company’s hedging
programme. In addition, the bunker surcharge clauses can
result in the Company providing customers with rebates in
periods of lower bunker prices. SNL’s policy is to hedge a
minimum of 50% of expected bunker purchases within the
next 12 months, through either bunker surcharge clauses
included in COA or through financial instruments.
Currency risk
Most of the revenue earned by Stolt Tankers and Stolt Tank
Containers is denominated in US dollars, whilst a significant
portion of the divisions’ operating expenses is incurred in
other currencies, primarily the euro, Singapore dollar,
Japanese yen, Philippines peso and British pound. When
there is a mismatch between revenue and expense currencies,
any depreciation of the revenue currency relative to the
expense currency will decrease profit margins.
On average in 2024 the US dollar weakened by
approximately 0.6% against the euro, causing a decrease in
profit margins. SNL’s foreign currency hedging policy is to
hedge between 50% and 80% of the Company’s expected
foreign currency operating exposures over the next
12 months.
Financing risk
SNL’s businesses are capital-intensive and, to the extent the
Company does not generate sufficient cash from operations,
the Company may need to raise additional funds through
public or private debt to fund capital expenditures and to
refinance maturing debt instruments. Adequate sources of
capital may not be available when needed or may not be
available at favourable terms. The Company’s ability to
obtain financing is dependent on various factors, such as
financial market conditions for unsecured debt and financial
institutions’ appetite for secured ship, tank container or
terminal financing.
SNL has a diversified debt structure and has access to a
wide range of funding sources from banks, leasing companies
and the Nordic bond market. The Company also maintains
significant availability under its committed credit facilities,
as well as cash on hand, to mitigate the risk of short-term
interruptions to the financial markets.
Financial Review continued
31Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Stolt Sea Farm biological asset inventory price risk
All mature turbot and sole are held at fair value less costs of
sale and costs related to harvest. A fair value adjustment is
also made at the point when previously juvenile turbot and
sole are considered to become mature, which typically
occurs when the fish reach a specified weight. Fair value
is determined on the basis of market prices, and gains and
losses from changes in fair value are recognised in the
income statement.
The fair value of these assets fluctuates significantly based
upon the season, competition, market conditions and
existing supply. The fair value adjustment recognised in the
current year was a loss of $0.7 million in operating profit,
compared with a $3.9 million gain in 2023. Fair value
adjustments have a direct impact on SNL’s income statement
and there is a risk that the fair value adjustment recognised
in a year could negatively impact SNL’s income statement.
Treasury shares
At November 30, 2024 and 2023, SNL held 5,000,000
Treasury shares. See Note 30 to the Financial Statements.
Going concern
The annual Financial Statements have been prepared under
the going concern assumption.
Subsequent events
See Note 33 to the Consolidated Financial Statements for
significant events occurring after November 30, 2024.
Udo Lange
Chief Executive Officer
Stolt-Nielsen Limited
Jens F. Grüner-Hegge
Chief Financial Officer
Stolt-Nielsen Limited
March 13, 2025
Financial Review continued
32Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
We understand that we have an
important role to play in
protecting our planet, and that
all resources are precious.
Sustainability
Our sustainability report uses qualitative descriptions and
quantitative metrics to describe our policies, programmes,
practices and performance, and to set targets. Note that
many of the standards and metrics used in preparing this
report continue to evolve and are based on management
assumptions believed to be reasonable at the time of
preparation, but should not be considered guarantees.
Outlooks, projections, estimates, goals, descriptions
of business and other statements of future events or
conditions are forward-looking statements. All forward-
looking statements are based on management’s
knowledge and reasonable expectations at the time of
publication, and we assume no duty to update these
statements as of any future date.
Actual future results could differ materially due to several
factors. For a full list of these please visit: stolt-nielsen.
com/sustainability/sustainability-reports/.
In this section
Environment
Working sustainably
Social
Health and safety
Stolt-Nielsen Limited | Annual Report 2024 33
Financial Statements Other Information
Directors’ Report
Sustainability
As a global leader in the transportation and
storage of products that touch every aspect
of modern life, and a producer of sustainable
seafood, we take our role as an essential part
of the global supply chain seriously.
Stolt-Nielsen is a signatory to the United Nations Global
Compact (UNGC), an initiative for businesses committed to
aligning their operations with ten universally accepted principles
in the areas of human rights, labour, environment and anti-
corruption. We also focus on the following three UN Sustainable
Development Goals (SDGs): Responsible Consumption and
Production, Climate Action and Life Below Water.
Our Code of Business Conduct and supporting global
policies incorporate the UNGC Ten Principles, and the basic
concepts of fairness, honesty and respect for people and the
environment are reflected in the way we operate.
We are working to ensure we meet the EU Corporate
Sustainability Reporting Directive (CSRD) and the European
Sustainability Reporting Standards (ESRS) for our Annual
Report 2025. We are working with KPMG to complete our
double materiality assessment (DMA). Internal stakeholders
and subject experts have identified our material impacts,
risks and opportunities (IROs) which we will report on
next year.
This year, our sustainability efforts have been recognised by
EcoVadis, achieving market-leading Gold ratings for each of
our logistics businesses.
Working sustainably
Board
Oversight of sustainability mattersand risks
Oversight and
governance
Audit Committee
Responsible for sustainability reporting and
assessing risks
Inputs and
actions
Finance
IT and
Technology
Sustainability
specialists
Communications Operations
Management
Executive management
Day-to-day responsibility for embedding sustainability matters into corporate strategy, business
processes and decision-making, monitoring of sustainability risksand sustainability reporting
(one executive management member is identifiedas sponsor)
Set the underlying supporting architecture: policies, controls and data management
Day-to-day operations in line with policy, data gathering and cleansing, support for assurance
process, external communication of outcomes
Sustainability framework
Sustainability governance
The Board has overall responsibility for risk management
and governance matters, including sustainability, and these
matters are discussed regularly with executive management
at Board meetings.
The Audit Committee, which is a committee of the Board
chaired by Jan Chr. Engelhardtsen, is responsible for
sustainability reporting and consideration of sustainability risks.
The day-to-day monitoring and management of sustainability
risks, and the reporting and communication of these, sits
with the executive management of SNL. This team is also
responsible for the development and execution of
sustainability strategy, embedding sustainable thinking into
wider corporate strategy and disseminating this throughout
the organisation. One member of the executive management
team, Maren Schroeder, has overall responsibility for
sustainability across the Company. There are sustainability
leads and subject matter experts within each of our divisions.
34Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Sustainability continued
Sustainability strategy
The Board and management believe that acting responsibly
and protecting people and the environment is essential
for the future success of our company and protects
shareholder value.
From our health and safety focus and environmental
performance to our asset management, investment decisions
and the way we recruit and develop our people, weaim to
work in a way that is safe for both people andthe environment.
We collaborate with our customers to jointly achieve positive
sustainability outcomes, and sustainability matters are
important to our people, so we strive to be a responsible
employer that they can be proud to work for.
Value chain
Our business model and operations affect our upstream
and downstream value chain counterparts, and we
understand our potential impact on them and their impact
on our operations.
Working sustainably
35Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Sustainability continued
Working sustainably
Our stakeholders in the value chain
Upstream
Sourcing UseProduction Operations After-use
Own operations
Reinvestment for future growth
Recycling within circular economy
Downstream
Raw material
extraction
and intermediaries
Energy and fuel
Energy supply
Energy supply
Energy supply
Production of
specialist chemicals
and food-grade
products
Production of tankers
and tank containers
Repair equipment
Auxiliary-supplied
goods pumps/valve
Ancillary services
Production of other
consumables (oxygen,
disinfecting agents etc.)
Hotels, restaurants,
catering, retail
Fish feed
Intermediary
processing
Suppliers CustomersEmployeesCommunities Shareholders
STOLT TANKERS
• Sea transportation of goods
• Ancillary services
• Waste handling
• Maintenance
• Bulk liquid storage tanks
• Inbound/outbound handling
• Waste handling
• Product handling
• Maintenance
• Cleaning
• Transport and storage
of tanks
• Support services
• Logistics management
• Product handling
• Cleaning
• Maintenance
• Wastewater processing
• Fish farms
• Value-add processing
• Hatchery
Returns to
shareholders
Decomissionsing of
assets, by-products,
incineration,
landfill, recycling
Use of products
• inputs into consumer
goods, agriculture
and chemical/
energy industries
• food-grade products
Factories
36Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Sustainability continued
Stakeholder
engagement
We believe that partnerships
are central to reaching our
sustainability ambitions.
By working together with
our shareholders, customers,
suppliers, investors,
employees, industry
groups and communities,
we can make the greatest
contribution to our
shared future.
This table shows how
we engage with our
stakeholders and reflect
their needs and expectations
in the way we work.
You can find a list of our
memberships and trade
associations at: stolt-nielsen.
com/sustainability/.
Stakeholder Stakeholder engagement Themes important tostakeholders
Impacts on operations, business
model and strategy
Customers
• Key accounts have a dedicated account manager for
personalised service
• Our online customer portals are digitising routine tasks,
improving efficiency
• Strategic relationships with key customers
Our customers expect the best service
from us, across all our divisions and
global markets
Efficiency, reliability and flexibility with
safety as top priority
Revenue generated $2.9bn
Net Promoter Score
1
41
Efficient and flexible
solutions available
Strategic planning
Employees
• We have a remuneration and rewards policy to offer a competitive
package for all employees
• Professional development and succession planning are a key
element of our HR strategy
• Regular dialogue is facilitated through our annual employee
survey, town halls, our intranet, in-person interactions and regular
one-to-ones at all levels
A safe working environment is of
paramount importance
Viewed as an employer of choice
Attracting and retaining top talent is
key to delivering success
Flexible working
100% of required employees
have completed Code of
Business Conduct training
Employee engagement
score 86%
Flexibility to work from
home two days a week
4.1% voluntary turnover
Suppliers
• Strategic relationship management of key supply chain partners
• Regular monitoring of performance
We partner with strategic suppliers to
provide the energy and infrastructure
needed to run our operations
Health and safety and fair working
conditions throughout the supply chain
Suppliers’ Code of Conduct
in place
Safety protocols throughout
supply chain
Communities
• Community engagement initiatives and volunteering on
community projects
• Financial support for social, educational and
environmental projects
Our operations have a direct impact for
our local communities
We are respectful of the environments
in which we operate
Waste and recycling
measures in place locally
Participation in community
programmes
Purchase of local goods and
services and hire local talent
where possible
Shareholders
• Quarterly presentations of financial results, strategic progress
and operational performance
• Prompt, personalised response to investor queries
• Transparent and timely communications, regulatory
announcements, Annual Report, website and investor
marketing events
• Capital Markets Day held in June 2024
Our mission is to provide a long-term,
growing and sustainable dividend
to shareholders
Transparency is expected, beyond
regulatory obligations
Access to management is provided
Since 2005, we have
returned $1.26bn
in dividends
Earnings per share (EPS) for
2024 was $7.38
1. Net Promoter Score represents consolidated result for Stolt Tankers, Stolthaven Terminals, Stolt Tank Containers and Stolt Sea Farm 2024, n=456.
Working sustainably
37Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Sustainability continued
Health and safety
We have a steadfast focus on safety excellence, as taking responsibility for our people and our planet is of paramount importance.
Our safety culture is driven from the top, with safety matters regularly discussed and monitored at Board level. Our Board of Directors
ensures that robust governance is in place and sufficient resources are available to assure that processes, specialist training and reporting
systems help to improve safety performance. Our management team leads by example, empowering employees to act quickly to address
potentially unsafe working conditions under our Stop Work Authority programme.
Indicator Stolt Tankers
1
Stolthaven Terminals Stolt Tank Containers Stolt Sea Farm
Total Recordable Case Frequency (TRCF)
0.82
2
(2023: 0.70
2
)
0.44
3
(2023: 0.82
3
)
0.62
3
(2023: 0.77
3,4
)
-
Lost Time Injury Frequency (LTIF)
0.41
2
(2023: 0.45
2
)
0.09
3
(2023: 0.48
3
)
0.16
3
(2023: 0.31
3
)
3.93
3
(2023: 4.79
3
)
Serious Incidents
6
(2023: 5)
0
(2023: 0)
1
(2023: 1)
0
(2023: 0)
Key
Increase from prior year Decrease from prior year No change from prior year
1. Excludes barging.
2. Per 1,000,000 hours’ exposure.
3. Per 200,000 hours’ exposure.
4. Restated to align with our other logistics divisions’ methodology for measuring TRCF.
38Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Sustainability continued
Keeping people safe
Everyone at Stolt-Nielsen has a role to play in keeping
themselves and each other safe. Ensuring our people
work safely and return home well to their loved ones is our
number one priority. The processes and policies we have in
place are one part of our approach, and we are also improving
our insights and the tools we provide to our people so that
they can contribute to our safety culture every day.
We ensure that we are:
• Meeting or exceeding the latest industry standards
• Measuring the number of incidents and near misses
• Monitoring and reporting in line with established
procedures and compliance requirements
• Tracking and delivering training as scheduled.
At the same time, our culture emphasises personal
responsibility to mitigate risks, protect colleagues and drive
continuous improvement across all processes and operations.
Each of our businesses has robust governance and training
programmes tailored to its specific needs. In 2024, our three
logistics businesses also continued to work together to
share their expertise.
Our safety performance
During the year, Stolt Tankers’ Total Recordable Case
Frequency (TRCF) increased slightly, while we saw some
improvement in Lost Time Injury Frequency (LTIF), driven
by improved performance in the second half of the year.
Stolthaven Terminals and Stolt Tank Containers (STC) both
saw a significant improvement in their safety performance,
driven by continued efforts to improve the safety culture
through raising awareness and providing focused training
programmes. Safety performance also improved at Stolt Sea
Farm (SSF).
There were seven serious incidents recorded in total during
the year (2023: 6). Serious incidents are defined as those
having a ‘high severity’ according to the Company’s incident
severity matrix. These included one significant spill due to
equipment failure onboard a ship while berthed in Antwerp,
Belgium. We classify a spill as significant if it involves a
release of materials that poses a major health and safety
risk to people or damages the environment. The last fatality
of an employee or contractor at Stolt-Nielsen was in 2018.
Empowering our people
Our Stop Work Authority programme has been in place since
2014. It empowers everyone at Stolt-Nielsen to intervene
and halt any work that appears unsafe. Both onshore and
seafaring staff receive training on using this authority. They
also receive a card signed by the Chief Executive Officer,
available in 18 languages, reminding them of the processes
for acting on and raising concerns.
Health and safety
39Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
We were disappointed to see a slight decrease in our safety
performance during 2024 and have taken action to reverse
this trend. Our renewed focus saw a fall in the severity of
personal injuries during the second half of the year, and we
also saw a reduction in navigation-related incidents after
prioritising navigation excellence through training, improved
communications and follow-up sessions with our crews.
Finger injuries continue to account for many of our personal
injuries (31%). To address this, we launched a targeted
awareness campaign including educational videos and
training. In 2024, 75% (2023: 78%) of our ships, excluding
those in joint ventures, were accident-free and 84%
(2023: 87%) were injury-free.
Evolving our safety strategy
This year, we launched a programme to simplify and redefine
our safety strategy, identifying four safety cornerstones:
leadership; care for people and our business; alignment
with customer goals; and the competence of our seafarers
to complete complex tasks. We have introduced the strategy
to our onshore teams, and it will launch on board ships
during 2025.
The foundation of our safety programmes, Slashed Zero, was
launched in 2018, and since then we have been embedding its
behavioural safety principles throughout the organisation to
ensure that all our people understand their personal role in
keeping themselves and their colleagues safe. This year we
launched a community safety card game to improve
interactions between colleagues and remind them of our
shared commitment to safety. We also invited seafarers to
tell us how we can enhance their safety, resulting in tangible
actions at sea including the issue of improved personal
protection equipment.
Wellbeing support
We continued to focus on mental wellbeing, implementing
several initiatives to support our people. We rolled out a 360
degree feedback tool for seafarers to enable them to share
their thoughts and support their learning and professional
development.
Psychological safety for our crews is also very important to
us, so we launched our Safe Harbour programme this year.
This confidential service gives seafarers direct access to
experienced and sympathetic advisers who are dedicated
to supporting them and listening to their concerns.
We also introduced the Big Yellow Fish app on all our ships
to enable seafarers to contact onshore professionals such
as nutritionists and psychologists. The app enables
confidential data sharing so that onshore teams can better
understand stressors onboard and where to direct support.
Awards
This year, 70 of our ships that called at US ports received
Jones F Devlin Awards for safety from the Chamber of
Shipping of America.
Stolt Tankers holds an annual Team of the Year competition
across the fleet. This recognises excellence and helps raise
standards across the organisation, including in safety
matters. For the second year in a row, the overall winner was
Stolt Sagaland. The team was recognised for outstanding
commitment to safety across all areas. For more details
please visit: stolt-nielsen.com/our-businesses/stolt-tankers/
team-of-the-year/.
Sustainability continued
Stolt Tankers
1. Excludes barging.
2. Per 1,000,000 hours’ exposure.
Total Recordable Case Frequency (TRCF)
1,2
Lost Time Injury Frequency (LTIF)
1,2
2022
2023
2024
0.38
0.45
0.41
2022
2023
2024
0.68
0.70
0.82
Health and safety
40Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
In 2024, our commitment to safety, health, environment, and
quality resulted in an LTIF of 0.09 (2023: 0.48) across more
than 4.5 million work hours at our terminals. TRCF also fell
significantly during the year to 0.44 (2023: 0.82), and there
were no serious incidents. This performance reflects our
commitment to safe working environments and our
continuous pursuit of excellence in safety performance.
Throughout the year, several terminals set new benchmarks
for consecutive days without Lost Time Injuries (LTI), with
one of our largest terminals – Houston, US – celebrating
seven years LTI-free.
Our emphasis on personal and process safety has laid a
solid foundation which we continue to build on. Empowering
individuals with Stop Work Authority, fostering local observation
programmes, sharing lessons learned, and tailored training
at our terminals reinforces the role individual behaviours play
in keeping us all safe.
Building on the previous year’s behaviour-based safety
initiatives, 2024 saw the launch of a new process safety
campaign. This initiative highlighted critical areas: process
safety fundamentals; risk management; management of
change; cybersecurity in process safety; permit-to-work; and
contractor safety. The campaign featured flexible training
resources, enabling terminals to tailor their approach to
local challenges.
Celebrating safety excellence
Our team in Houston, US, received the Safety Excellence
Award from the International Liquid Terminals Association
(ILTA) for a third consecutive year, and our Singapore
terminal received the Dow 4STAR Logistics Best Service
Provider accolade for the fourth year running. At Moerdijk,
the Netherlands, the team received the Dow 4STAR for
safety, sustainability, social responsibility and service.
Our Santos terminal in Brazil received a Covestro award for
SHEQ Excellence and Continuous Improvement, as well as
the Dow Operational Excellence – Best Terminal in Latin
America award.
A significant improvement in our safety-related score
contributed to a Gold sustainability rating for 2024 from
EcoVadis, placing us in the top 1% of companies in the
warehousing and storage category.
Sustainability continued
Stolthaven Terminals
1. Per 200,000 hours’ exposure.
Total Recordable Case Frequency (TRCF)
1
Lost Time Injury Frequency (LTIF)
1
2022
2023
2024
0.42
0.48
0.09
2022
2023
2024
1.05
0.82
0.44
Health and safety
41Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Total Recordable Case Frequency (TRCF)
1
Lost Time Injury Frequency (LTIF)
1
2022
2023
2024
0.80
0.31
0.16
2023
2024
0.77
2
0.62
During the year we continued to focus our efforts on
improving safety performance at our depots. We have
aligned our TRCF calculation methodology with the other
SNL logistics businesses for 2024 and the prior year
comparative. We were pleased to see an improvement in
both TRCF and LTIF (TRCF: 0.62 and LTIF: 0.16), with 20
of our 21 depots reporting zero lost time incidents (LTI).
Safety first
For 2024, we sought to embed safety more deeply within
our business by making Safety First one of our three core
strategic pillars. We focused on more accurately assessing
safety-related risks and introduced new process safety
indicators. The Stolt Tank Containers (STC) leadership team
discusses safety matters weekly, so that any necessary
actions are agreed in a timely manner. We also expanded
our lessons learned programme to share learnings from
incidents and near misses throughout the organisation.
Industry collaboration
To support safety and sustainability improvements within
our industry, we are actively working on standardisation
efforts with the International Tank Container Organisation
(ITCO) to raise the safety bar on a global level. We are also
a member of the European Chemical Transport Association
(ECTA), which aims to improve standards in efficiency,
safety and quality, as well as reduce the environmental and
social impact of the transport and logistics of chemical
goods in Europe.
Behaviour-based safety culture
Following employee feedback, we improved safety
communications by incorporating key topics into town hall
meetings and management briefings. This helps to improve
understanding and encourages employees to develop local
action plans for identifying risks and mitigating near misses.
We streamlined the management structure across our
depots to enable and embed unified global procedures
and management systems. We also strengthened our
commitment to safely shipping inhibited cargoes by setting
clearer rules for shipping these products. Customers must
be pre-approved according to a strict list of safety criteria.
Health and safety training for all
STC uses a global safety management system to plan and
monitor training. In 2024, following onboarding, 100% of
staff completed their required sessions on dangerous goods
awareness, and 100% of frontline employees completed
local training sessions focused on safety topics.
All depot employees receive monthly training on topics such
as the safe handling of dangerous goods, working at height,
working in confined spaces and reducing risk during
operations. We also introduced new training modules on
the safe handling of inhibited products and sustainability.
Gold standard
During the year we renewed our global certifications for ISO
9001 Quality Management Systems and ISO 22000 Food
Safety Management for our offices, as well as our ISO 9001
Quality Management Systems, ISO 14001 Environmental
Management Systems and ISO 45001 Occupational Health
and Safety Management Systems certifications for our
operations in Shanghai, China. We also hold an ISO 45001
Occupational Health and Safety Management Systems
certificate for our depot in Singapore, an ISO 9001 Quality
Management Systems certificate for our offices in China,
and a Safety and Quality Assessment for Sustainability
(SQAS) certification for our cleaning stations in Moerdijk,
the Netherlands, and Grangemouth, UK.
We received an EcoVadis Gold rating in January 2024,
increasing our score to 74 and placing us in the top 5% of
companies within our industry. Of note was the 20-point
increase in our labour and human rights score, which
includes our health and safety efforts.
Sustainability continued
Stolt Tank Containers
1. Per 200,000 hours’ exposure.
2. Restated to align with our other logistics divisions’ methodology for
measuring TRCF.
Health and safety
42Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Lost Time Injury Frequency (LTIF)
1
This year is the first time that Stolt Sea Farm (SSF) has
reported safety performance using LTIF. Our LTIF rate was
3.93, an 18% improvement compared to the previous year,
well below the benchmark rate of 5.90 for our industry, as
published by Spain’s Ministry of Labour and Social Economy.
The severity of accidents also fell, with a 41% reduction in
the overall number of medical leave days compared to 2023.
People first
Everyone who joins SSF receives health and safety training
covering hazard identification, accident prevention,
emergencies and first aid. This year, we improved our
onboarding process to provide this training within the first
week of employment.
We also provide medical assessments for both new hires
and existing employees to identify any health issues and
areas where we can offer support. These assessments
found no work-related conditions to be significant or
harmful to the health of employees.
We carried out specific health and safety training for the
engineering team to ensure our facilities operate at a high
level of technical safety; we updated our training programme
for workers responsible for operating our forklift trucks,
overhead cranes and aerial work platforms; and we enhanced
our training for working at heights and in confined spaces.
We regularly share lessons learned from accidents and hold
cross-site meetings to discuss health and safety plans and
actions, and gather feedback for improvements directly from
our people.
Improving culture and processes
This year, to emphasise our focus on Safety First and
promote a culture of prevention, we held our first SSF Safety
Week, coinciding with the World Day for Safety and Health
at Work. More than 400 workers had the opportunity to
participate in activities, including fire extinguisher training,
emergency and evacuation drills, and first aid and CPR training.
Throughout 2024, we worked with a third party to conduct
safety audits at all our facilities to analyse the health and
safety implications of tasks, identify potential hazards and
improvements to existing protection measures.
We also started a project to enhance the safety of
maintenance tasks, testing several actions at one facility.
During 2025, we plan to introduce improvements arising
from this project across Spain, and complete additional
maintenance staff training.
Sustainability continued
Stolt Sea Farm
1. Per 200,000 hours’ exposure.
2023
2024
4.79
3.93
Health and safety
43Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Stolt-Nielsen focuses on minimising the impact our operations have on the environment. We also understand that our shareholders,
customers, business partners, employees and the communities in which we operate expect us to show our commitment to protecting
our planet.
Indicator Stolt Tankers Stolthaven Terminals
1
Stolt Tank Containers
2,3
1. Includes wholly owned terminals only.
2. Includes wholly owned depots only.
3. Data is calculated using the EcoTransIT data measurement tool, which follows
the internationally accepted GLEC framework and ISO 14083 calculation standards.
4. Including Scope 1 GHG emissions from Stolt Tankers’ ships that are part of E&S
Tankers’ fleet. The total number of ships included in the calculation was 105 in
2023. For 2024, 101 ships are included for the full year, two ships for six months
and one ship for nine months as ships left the fleet during the year.
5. Restated due to a miscalculation in the prior year.
6. STC Scope 2 figures includes emissions from purchased electricity.
7. Includes emissions as defined in categories 1, 2, 3, 4, 6, 7 and 9 of the GHG
Protocol. Year-on-year increase driven by greater availability of data from the
supply chain for categories 1 and 2.
8. Includes emissions from transporting tank containers by sea, road, river and rail
covering Scope 3 category 4 as defined by the GHG Protocol.
9. Stolt Tankers uses the Annual Efficiency Ratio (AER) to measure the intensity of
its carbon emissions. The AER measures carbon emissions relative to a ship’s
capacity and distance travelled.
GHG emissions Scope 1
-0.2%
(2024: 1,604,097 MT
4
)
(2023: 1,607,205 MT
4
)
14.4%
(2024: 34,933 MT)
(2023: 30,541 MT)
-0.8%
(2024: 7,704 MT)
(2023: 7,766 MT
5
)
GHG emissions Scope 2
3.9%
(2024: 251,687 MT)
(2023: 242,326 MT)
-33.5%
(2024: 6,861 MT)
(2023: 10,321 MT)
11.1%
(2024: 1,606 MT
6
)
(2023: 1,446 MT
6
)
GHG emissions Scope 3
29.8%
(2024: 33,520 MT
7
)
(2023: 25,822 MT
7
)
–
19.7%
(2024: 373,589 MT
8
)
(2023: 312,180 MT
8
)
GHG emission intensity (AER)
9
-4.4%
(2024: 10.26)
(2023: 10.73)
– –
Sulphur oxide emissions
0.0%
(2024: 2,079 MT)
(2023: 2,078 MT)
– –
Nitrogen oxide emissions
-12.0%
(2024: 40,680 MT)
(2023: 46,244 MT)
– –
Performance key
Increase from prior year Decrease from prior year No change from prior year
Sustainability continued
Environment
44Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Sustainability continued
For 2024, two of the UN’s Sustainable Development Goals
(SDGs) remained central to Stolt Tankers’ sustainability
programmes: Climate Action and Life Below Water. These
are the areas where we can have the greatest impact.
Stolt Tankers has a dedicated sustainability team that
ensures environmental considerations are integrated into
business processes and that we actively contribute to
industry discussions and sustainability regulations
and innovations.
We have specific working groups for several regulations –
including the CSRD, the Carbon Intensity Index (CII), use of
biofuel, and FuelEU. This ensures that we are prepared for our
fleet to be compliant with all relevant environmental regulations.
Award winners
Stolt Tankers’ efforts received positive recognition during the
year. We received a Gold EcoVadis rating, which places us in
the top 5% of all companies evaluated. We also retained our
B- Carbon Disclosure Project (CDP) rating. Forty of our ships
that called at US ports during the past three years were
eligible for the US Coast Guard’s QUALSHIP 21 certification,
with three ships receiving additional E-Zero recognition for
meeting specific environmental compliance standards.
Additionally, 98 of our ships also received environmental
excellence awards from the Chamber of Shipping of America.
Measuring emissions
Stolt Tankers’ operations are the largest contributor to SNL’s
greenhouse gas emissions. Our ambition is to reduce our
Scope 1 emissions by 50% by 2030 (compared to 2008 levels).
We have established processes for measuring Scope 1
emissions across the fleet, as well as Scope 2 emissions
for our four largest offices in Houston, US; Singapore;
Rotterdam, the Netherlands; and Manila, Philippines. This
year, we expanded our capabilities for measuring carbon
emissions using the Sea Cargo Charter framework to help
customers better understand the environmental impact of
their supply chains. Customers can now download their
carbon emissions related to the services they buy from
us via our customer portal.
The key indicator used for measuring our progress is the
Annual Efficiency Ratio (AER). In 2008 our baseline AER was
15.68. AER calculates carbon intensity across the fleet in line
with International Maritime Organization (IMO) and shipping
industry reporting. Our AER for 2024 was 10.26, a 4.4%
improvement over 2023 and a 34.6% improvement over the
2008 baseline. Our data is verified by the world’s leading
maritime classification society, DNV, via its online Veracity
platform, and covers 100% of our fleet’s voyages.
Scope 2 emissions, which arise as an indirect result of our
activities, increased 3.9%. Scope 3 emissions also increased
as availability of data from across our supply chain improved.
We continued our efforts to reduce Scope 1 emissions
through the deployment of innovative energy-efficient
technologies, use of biofuels and optimising voyages. For
example, during 2024 we used more than 13,000 tonnes of
waste-based biodiesel on ships travelling between Europe
and the US, lowering CO
2
emissions on these voyages by
32,000 tonnes. However, despite energy-efficiency
measures, use of biofuels and a reduction in fleet numbers,
total Scope 1 emissions were in line with 2023 as transit
difficulties around the Red Sea significantly increased the
distance of some voyages.
Stolt Tankers
1. Includes Stolt Tankers’ ships that are part of the E&S Tankers fleet,
from 2021.
2020
2021
2022
2023
2024
11.44
11.06
10.91
10.73
10.26
Annual Efficiency Ratio (AER)
1
Gramme CO
2
emitted per dwt of capacity and distance
travelled
Sustainability ambitions
• Reduce Scope 1 carbon intensity by 50% (relative to
2008 levels) by 2030
• Reach net zero CO
2
e emissions by 2050, in line with the
IMO’s target
Environment
45Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Sustainability continued
Wastewater
We continued to work with Stolthaven Terminals in Houston,
US, to treat wastewater at shoreside. In 2024, 5,762m
3
of
tank wash water was voluntarily directed to our onsite
wastewater treatment plant, rather than being disposed of at
sea. In addition, initial layby tank cleaning saved 159 tonnes
of fuel as the number of times ships sailed out of port was
reduced (compared with 11,046m
3
of tank wash water and
413 tonnes of fuel saved in 2023).
Waste management
All waste from ships – including hazardous waste – is
disposed of in line with the International Convention for the
Prevention of Pollution from Ships (MARPOL). During 2024,
no waste was sent to landfill from Stolt Tankers’ shipping
operations. Waste from our ships was 4,712m
3
(2023: 4,367m
3
), and was managed through a combination
of recycling, co-processing and incineration. We are working
to end single-use plastic water bottles onboard by improving
potable water facilities on our ships.
Regrettably, we had one significant spill during the year
resulting in the release of ten litres of fuel overboard.
When recycling ships, Stolt Tankers only selects yards
that work in accordance with the International Maritime
Organization’s (IMO) 2009 Hong Kong Convention for the
Safe and Environmentally Sound Recycling of Ships (HKC),
which will come into full force on June 26, 2025. Stolt
Tankers has a director on the Board of ITOPF, an organisation
that specialises in preparedness for, and response to,
accidental marine spills.
We are also a founding member of the Ship Recycling
Transparency Initiative, an online platform reporting ship
recycling practices against a set of predefined criteria. When
our ships arrive for recycling, an accredited auditor verifies
that each ship has been properly prepared, including an
assessment of any hazardous materials, before issuing a
Ready to Recycle certificate. No ships were sold for recycling
in 2024.
Giving back
In 2024, Stolt Tankers and its partners NYK Line, CMB Tech,
Tufton, and Farvatn Capital donated a total of $110,000 to
three non-profit organisations, covering three environmental
projects focused on carbon sequestration (capture and
storage), promoting biodiversity and developing marine
ecosystems.
Our team in Manila, the Philippines planted a total of
1,900 mangrove saplings, which not only help absorb carbon
from the atmosphere but also act as a natural barrier against
coastal erosion, storms and tsunamis.
Details of our community projects can be found at:
stolt-nielsen.com/news-insights/.
Industry collaboration
We are actively involved in shaping policy on maritime
sustainability, where possible, through our continuing
membership of industry bodies such as InterTanko and
ITOPF. We also joined the Global Maritime Forum this year.
We continue to support the Mærsk Mc-Kinney Møller Center
for Zero Carbon Shipping through its secondee programme,
where Stolt Tankers colleagues join cross-industry project
teams to explore innovations in this space.
The EU has introduced several new initiatives to further
reduce carbon emissions from shipping. We have
successfully implemented the Emissions Trading Scheme
(ETS) and FuelEU Maritime Regulation for all our ships
trading within the EU.
Pioneers and innovators
We are pioneering the use of graphene coatings on
propellers to enhance their performance and reduce fouling
buildup. This improves fuel efficiency and protects wildlife
from noise pollution related to our ships. In 2024 we coated
26 propellers, bringing the total across our fleet to 55. In
February 2024, we ordered six stainless steel parcel tankers
through our joint venture with NYK Line. These are designed
to maximise fuel efficiency by using modern engine design,
hull form optimisation, a wide range of energy-saving
devices, and shore power connection. The added benefit is
that they can also be converted for future methanol propulsion.
Protecting marine biodiversity
We have a responsibility to protect the biodiversity of the
wider marine ecosystem. Stolt Tankers follows Ballast Water
Convention D-2 requirements, which dictate the maximum
levels of viable organisms allowed to be discharged into the
ocean. In addition, we have fitted ten ships with In-Transit
Cleaning of Hull (ITCH) units, bringing the total number of
ships in service with such devices to 22. The ITCH device
cleans micro-fouling from the body of the hull, reducing
marine growth build-up, improving fuel efficiency and
protecting biodiversity.
Environment
46Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Sustainability continued
Stolthaven Terminals
Sustainability ambitions
• Reduce Scope 1 and 2 carbon intensity by 50% relative
to 2018 baseline by 2030
• Reach net zero CO
2
e emissions by 2050
Stolthaven Terminals is committed to reducing its
environmental footprint across all operations and creating
a sustainable organisation. Our global sustainability team
includes one representative at each of our wholly owned
terminals responsible for driving and measuring initiatives.
During 2024, our Scope 1 emissions increased 14% to
34,933 MT (2023: 30,541 MT) mainly due to the need to
store and handle more products that require heating and/or
vapour treatment. We were pleased to see our Scope 2
emissions fall significantly to 6,861 MT (2023: 10,321 MT),
reflecting our ongoing efforts to source electricity from
renewable sources.
Award winners
Stolthaven Terminals’ sustainability performance was
awarded EcoVadis Gold status in 2024, moving from a Silver
rating the previous year. We improved our overall score by
ten points, with increases in all areas: environment, labour
and human rights, ethics, and sustainable procurement.
We are ranked in the top 1% for sustainability performance
in the warehousing and storage industry. Additionally, our
terminals in Moerdijk, the Netherlands, Dagenham, UK and
our joint venture in Lingang, China hold International
Sustainability and Carbon Certification (ISCC), a globally
recognised standard in the biofuels and energy industry.
Investing in emissions reduction
Stolthaven Terminals’ carbon emissions are relatively low,
yet we continued our ongoing reduction initiatives as part
of our commitment to climate action. Our decarbonisation
strategy is focused on supporting the energy transition,
investing in innovative technology and enabling our terminals
to develop their own decarbonisation journeys. Six of our
terminals buy electricity from renewable sources. This year,
we continued our programme to install energy-efficient LED
lighting across all sites and to improve energy efficiency at
our terminals by regularly reviewing and replacing equipment
with more efficient solutions.
Some products stored at our terminals can emit vapours,
so we use several techniques to prevent these from entering
the atmosphere, including vapour recovery systems,
scrubbers, flares, internal floating roofs and nitrogen
blankets. New tank designs feature higher design pressure,
which further reduces emissions as more vapour is kept in
the tank. At our new joint venture terminal in Taiwan, all
tanks are fitted with rooftop condensers to minimise volatile
organic compounds (VOCs).
Supporting customers’ sustainability ambitions
We are actively involved in providing solutions and evaluating
potential projects linked to the green energy transition,
through which we can improve our energy footprint and
support customers to do the same. We are developing a
carbon mapping tool that will allow us to provide visibility to
customers on emissions and environmental impact related
to the storage of their products.
We are positioning ourselves to provide storage solutions
for hydrogen, ammonia and green methanol, including jetty
access for bunkering, export, import and transportation.
These low- and zero-carbon new energies have a critical
role to play as the shipping, storage and logistics industries
move from traditional petroleum-based marine fuels to
greener alternatives.
Green ammonia is being widely explored as a possibility for
decarbonising the shipping industry and reducing greenhouse
gas emissions in power and heat generation. It has good
potential as a hydrogen carrier over long distances because
it is easily liquefied and has a higher hydrogen density
compared to other low-carbon hydrogen carriers.
During 2024 Stolthaven Terminals, in cooperation with
Global Energy Storage (GES), was selected to design, build
and operate a green ammonia terminal in Pecém, in the
State of Ceará, Brazil. We are also developing a pilot-scale
flow battery at our Houston, US terminal. These projects are
subject to final Board approval.
Environment
47Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Sustainability continued
In the UK, we are partnering with cooking oil supplier and
collector Olleco, to process used cooking oil (UCO) collected
from restaurants and food production sites. Construction
has started on a state-of-the-art UCO processing plant at our
Dagenham terminal. The product will then be transferred to
our storage tanks before it is converted into renewable,
low-carbon biodiesel fuel.
As biofuel production increases and demand for these
feedstocks grows, Stolthaven Terminals is supporting the
supply chain by providing local transportation, aggregation,
storage, product pre-treatment and bulk shipments to our
customers’ refineries for biofuel production. And, by working
with our sister companies, Stolt Tankers and Stolt Tank
Containers, we can provide integrated end-to-end solutions
that deliver further efficiencies to our business and to
our customers.
Caring for the local environment
Outside of our day-to-day operations, our people are
engaged in efforts to support local communities and
organisations to reduce and remove waste in the
environments surrounding our facilities. For example, our
Dagenham terminal in the UK diverts all non-hazardous
waste away from landfill, and our joint venture terminal in
Westport, Malaysia collects waste which is reused by local
third parties.
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Sustainability continued
Stolt Tank Containers
Sustainability ambitions
• Reduce Scope 1 and 2 carbon intensity at wholly owned
depots by 50% relative to 2020 baseline by 2030
• Reach net zero CO
2
e emissions by 2050
Stolt Tank Containers (STC) is reducing greenhouse gas
(GHG) emissions across its operations. This includes testing
and implementing new systems, exploring more sustainable
fuels and modes of transport, and partnering with customers
and external stakeholders to reduce emissions.
We continue to progress our Moving Towards a Sustainable
Future programme, which focuses on two UN Sustainable
Development Goals: Responsible Consumption and
Production and Climate Action.
We use the GHG Protocol, the Global Logistics Emissions
Council (GLEC) framework and the ISO 14083 standard
(formerly EN16258), for calculating and declaring energy
consumption and GHG emissions.
Customer emissions
Transporting our customers’ products is by far the largest
contributor to our emissions. STC measures the intensity
of its Scope 3 emissions in terms of CO
2
e emitted per tonne
and kilometre (g CO
2
e/tkm) transported. Although overall
Scope 3 emissions increased in 2024 due to an increase in
the number of shipments, emissions intensity fell from 9.0g
CO
2
e/tkm in 2023 to 8.85g CO
2
e/tkm as customers moved
to more sustainable transport options.
To support customers to reduce their Scope 3 emissions
while transporting products, we have developed an emissions
reporting tool that allows customers to monitor the carbon
footprint of their shipment and identify more sustainable
transportation options. For the emissions calculations we
use the EcoTransIT tool, which is GLEC accredited and ISO
14083 compliant.
Own operations emissions
During 2024, we continued to improve our measuring and
reporting capabilities for energy, waste management and
Scope 1 and 2 emissions at our wholly owned depots using
BearingPoint’s emissions calculator. Our internal ‘emissions
dashboard’ helps us to find areas where we can further
reduce our impact on the environment. Our Scope 1
emissions decreased 1%, mainly as a result of a decrease in
the number of tanks heated. Scope 2 emissions increased
due to an increase in the number of tanks cleaned and
repaired within our own depots year on year.
We renewed our membership of Smart Freight Centre (SFC)
and are taking part in the Clean Cargo Working Group, which
aims to reduce the environmental impact of global goods
transportation and promotes responsible shipping. We have
used SFC guidelines to include sustainability requirements in
our ocean freight and trucking tenders. We also participate in
the GLEC working group.
Where possible, we use renewable energy and biofuels
across our operations. At our wholly owned depots in
Kaoshung, Taiwan and Mumbai, India we have installed
solar panels. In Moerdijk, the Netherlands, we are using wind
energy electricity and biodiesel. At Grangemouth, UK, 100%
of the energy is sustainable, supplementing the biodiesels
already in use. Our Singapore depot switched from diesel
to natural gas in 2023 and our depot in Houston, US buys
renewable energy certificates (RECs), allowing us to track
the wind power we buy.
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Sustainability continued
Maintenance and recycling
We constantly improve our maintenance and repair processes
to ensure tank containers can be used safely and sustainably
over many years. Unlike flexibags, which are discarded after
each shipment, the average lifespan of our tank containers is
around 20 years and at the end of their life we recycle more
than 90% of the materials. In comparison, on average, each
flexibag is the equivalent of 7,500 single-use plastic carrier
bags going to landfill.
Waste and wastewater
We are constantly looking for ways to improve our cleaning
processes at our depots to make them safer and more
environmentally friendly.
The wastewater recycled in our wholly owned depots
in Moerdijk, the Netherlands; Singapore; Tianjin and
Zhangiagang, China; and Grangemouth, UK is reused for
cleaning tanks. This is aligned to our ethos on responsible
consumption and production.
Awards and certifications
In 2024, all our depot staff received training to raise
awareness of our sustainability ambitions, and to connect
these to local practices. STC achieved an EcoVadis Gold
rating for 2024, placing us in the top 5% of companies in the
supply chain industry for overall sustainability performance.
We also renewed our ISO 9001 Quality Management
Systems, ISO 14001 Environmental Management Systems
and ISO 45000 Occupational Health certifications for our
global and our Chinese companies, and recertified Safety
and Quality Assessment for Sustainability (SQAS) for our
European tank cleaning sites.
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Sustainability continued
Stolt Sea Farm
Sustainability ambitions
• Reduction of fish products in our ongrowing feed
(relative to 2019 levels) by 2030: 65% reduction for sole
and 50% reduction for turbot
• Reach net zero CO
2
e emissions by 2050
At Stolt Sea Farm (SSF), sustainability is fundamental
to our strategy and operations. Our business strategy
is underpinned by a focus on taking special care of the
environment and the communities in which we operate.
We have identified five UN Sustainable Development Goals
(SDGs) to which we can contribute most: Responsible
Consumption and Production, Climate Action and Life Below
Water, aligned to SNL’s priorities; plus Good Health and
Wellbeing, and Sustainable Cities and Communities.
We made good progress towards our ambition to reduce fish
products in our ongrowing feed. Since 2019 we have seen a
40% decrease in fish products in our feed for turbot and a
25% decrease for sole. We are working with external partners
to significantly reduce the amount of fish required in our feed
for sole.
Lower-impact food production
Seafood has one of the lowest carbon footprints of all
animal-based protein sources. We seek to reduce emissions
across our operations andsupply chain.
SSF measures total energy and fuel consumption, and we
closely monitor and manage the use of these resources.
During 2024, energy consumption at SSF’s operations
was 57,515 MWh (2023: 56,363 MWh) driven by increased
volume, however we are driving efficiency, as energy
consumption per kilogramme of fish produced reduced
to 6.82 kWh (2023: 6.95 kWh).
We are also contributing whole lifecycle data for turbot to
an initiative in Spain to monitor the carbon footprint of key
species produced in the country. The aim is to educate the
value chain and consumers about the carbon footprint of
aquaculture fish produced in Spain.
This year, to support reducing waste to landfill, we opened a
Valorisation Room at our farm in Lira, Spain, as part of our
participation in the European LIFE REFISH project which
aims to reduce waste and optimise the use of by-products
and co-products from aquaculture activity.
Fish welfare and responsible farming
In line with our commitment to the UN SDG of Responsible
Consumption and Production, SSF focuses on responsible
farming and transparency. We closely manage and monitor
fish welfare, submitting our production processes to
rigorous external and internal controls. This year, the
fish welfare team and other core operational teams
received tailored training in fish behaviour and the use
of welfare indicators.
SSF is contributing to the development of good practice
guides for fish welfare with the Aquaculture Business
Association of Spain (APROMAR). Several guides have
already been published, including a generic guide and
specific ones for sea bass, sea bream and trout. In 2025
we will contribute to the guide for turbot.
Food safety
As a responsible producer of high-quality seafood, we have
a strong commitment to food safety. This year, we renewed
GLOBALG.A.P. certifications for all operations and
International Featured Standards (IFS) and Specific
Self-inspection Systems food safety certifications at our
processing plant in Lira, Spain. We shared our experience in
the safe production of seafood at an international seminar
hosted by GLOBALG.A.P. at the Seafood Expo Global in
Barcelona, Spain.
We also renewed our ISO 9001 and 14001 certifications,
for Quality Management and Environmental Management,
respectively.
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Sustainability continued
During 2024, SSF received a globally recognised sustainability
certification from the Aquaculture Stewardship Council
(ASC). This recognises the need to promote responsible
fish farming that respects fish, people and the planet. Its
standards for farms and seafood production are developed
and continually reviewed in partnership with NGOs,
academics, farmers, retailers and aquaculture experts.
This year we held an unannounced food safety incident
simulation to replicate real-life conditions. The exercise was
designed to challenge members of our crisis response team
to take appropriate action to manage a serious incident.
We shared learnings from this exercise so that we are well
prepared for any future incidents.
Engaging with local communities
In 2024, we continued our support of local organisations
to build stronger relationships with our communities.
We contributed to several education projects in partnership
with a local school in Tocha, Portugal, raising awareness of
environmental issues and of the importance of preserving
and promoting traditional fishing activities.
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Sustainability continued
Our 7,000-strong workforce drives our success, ensuring the safe delivery of quality services and products across our divisions. Each of
our diverse, highly skilled people plays a crucial role in our ambition to be ‘Simply the Best’ for our customers, stakeholders and people.
We also understand the importance of supporting the communities we operate in and that many of our employees are part of.
Indicator Group Stolt Tankers Stolthaven Terminals Stolt Tank Containers Stolt Sea Farm Corporate
Number of people employed
7,051
(2023: 6,849)
4,735
(2023: 4,688)
528
(2023: 538)
759
(2023: 742)
533
(2023: 467)
496
(2023: 414)
Voluntary employee turnover
4.1%
(2023: 4.1%)
2.9%
(2023: 2.2%)
5.7%
(2023: 9.5%)
8.4%
(2023: 10.3%)
2.1%
(2023: 1.0%)
9.7%
(2023: 12.1%)
Employees by gender
1
65.5%
Male
(2023: 66.3%)
67.3%
Male
(2023: 67.1%)
85.6%
Male
(2023: 85.9%)
62.8%
Male
(2023: 62.7%)
70.5%
Male
(2023: 70.0%)
41.4%
Male
(2023: 42.0%)
34.5%
Female
(2023: 33.7%)
32.7%
Female
(2023: 32.9%)
14.4%
Female
(2023: 14.1%)
37.2%
Female
(2023: 37.3%)
29.5%
Female
(2023: 30.0%)
58.6%
Female
(2023: 58.0%)
Speak Up reports
2
32
(2023: 30)
11
(2023: 6)
14
(2023: 9)
1
(2023: 5)
0
(2023: 0)
4
(2023: 7)
Performance key
Increase from prior year Decrease from prior year No change from prior year
1. Excluding seafarers. Shipping is a very male-dominated industry with limited female entrants. 1% of our seafarer population are female.
2. Function/division not specified for two Speak Up reports in 2024 and three in 2023.
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Creating a supportive work environment
We are proud of the safe and supportive work environment
we offer our employees. This is founded on our commitment
to nurturing a culture of respect and providing competitive
benefits, fair compensation and opportunities to grow
and progress.
Stolt-Nielsen (SNL) compensates employees through
salaries and incentive plans comprising cash rewards and
benefits. In early 2024, our profit sharing and performance
incentive plans made payments totalling $30.7 million.
Employee feedback is essential to fostering a collaborative
and supportive workplace, retaining talent and ensuring
continued success. In 2024, our global annual engagement
survey provided valuable insights into the important issues
for our people. We were pleased to maintain our overall
sustainable engagement score at 86% (2023: 86%),
outperforming the logistics industry benchmark, and the
scores for our four businesses and corporate functions
remained steady. We also completed a second CEO Big Listen
campaign to gain employees’ views on the Company’s
approach to managing people, customers and strategic
objectives as part of our two-way dialogue with our workforce.
Supporting employee development and acknowledging
achievements is integral to employee engagement. We strive
to make performance discussions positive and collaborative
by incorporating 360-degree feedback, and in 2024 100% of
those eligible received a performance review. We also
conducted our annual talent review, which assesses the
skills and performance of employees to ensure our talent is
aligned with our business strategy and succession plans.
Our work-from-home policy gives office-based employees
the flexibility to work from home up to two days a week, and
continues to receive positive feedback.
Nurturing talent and developing future leaders
In 2024, our people strategy continued to focus on positioning
SNL as an employer of choice in our markets. This included
enhancing our organisational effectiveness and capabilities
by further digitalising employee resources. We improved our
leadership development programme and our talent and
succession planning, and launched change management
training. Having established our leadership academy in 2023,
this year we introduced the LEAD programme to help current
and future leaders manage people effectively and empower
them to deliver the Company’s strategic objectives. In 2024,
105 people completed the training. In 2025, we will finalise the
modules of our LEAD academy, including an additional level of
training: Leader of Leaders.
We continued to digitalise our processes, including regularly
updating our online portal with learning tools and resources
to help employees work more efficiently and reach their full
potential. For example, our online training programmes
cover topics including coaching, influencing, building teams,
implementing innovation and delegating.
We also developed dedicated change management training
focused on teams experiencing change or working on
projects that involve significant change. The training was
delivered to two pilot groups and will be rolled out globally
in 2025. To support this, we trained an in-house team of
experts to help the business become change-ready for
the future.
This year, we also established an Extended Leadership
Team (ELT) from across the business to support the Senior
Leadership Team (SLT) in developing and delivering our
strategy. The ELT will be integral to ensuring we stay aligned
and connected with all employees as we pursue our
aspiration to be ‘Simply the Best’.
The Stolt Way
The Stolt Way reflects the principles we have been
committed to since the Company began.
These four values shape the way we do business and how
we interact with each other and our customers. They are
underpinned by our steadfast commitment to safety, and
to working sustainably in everything we do.
By living our values, we can achieve our safety
commitment and sustainability ambitions, and create
a culture in which people feel valued, empowered
and committed to go further, for themselves and
for our Company.
Commit to go further
We always look to do better and achieve
more
Collaborate for success
Working together we are stronger
Act pragmatically
We are clear and straightforward in
everything we do
Create solutions
We find new ideas and make them work
Sustainability continued
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Promoting the wellbeing of seafarers
We offer seafarers a range of support for their wellbeing and
to improve recruitment and retention. This includes:
• Medical insurance for all immediate family members
• Onboard exercise equipment
• Daily, free-of-charge internet access for all seafarers
• Career counselling, guidance and management,
emphasising continuous employment to ensure high levels
of expertise and to develop outstanding cadets for life-long
careers
• Modern training programmes covering safety and
operational requirements, as well as mental health
• Dedicated helpline for accessing professional mental
health support, anonymously if desired
• Onboard social events
• Empowerment of ship management teams, which helps
to drive pride and ownership.
We also create opportunities for our crews and colleagues
to share knowledge and best practice. For example, we held
seven crew conferences, as well as two dedicated ratings
days for junior seafarers, and two Masters’ Clubs for captains
and other senior personnel to discuss leadership and
strategic matters with Stolt Tankers’ senior management.
Fostering diversity and inclusion
We recognise that promoting diversity and inclusion
is integral to establishing a positive workplace and a
successful business. With our team comprising more than
50 nationalities, we value the diverse skills and perspectives
they offer, and we strive to maintain a respectful and safe
environment that embraces and celebrates differences.
We do this by:
• Encouraging people to share their ideas and experiences
• Listening to, and respecting, the views of others
• Supporting actions that help to make a difference
• Understanding our own unconscious biases
• Recruiting and promoting talent – wherever we find it
• Providing training that promotes mutual respect and an
inclusive culture.
Gender by seniority
1
Male Female
Executive management
team
76.9%
(2023: 91.7%)
23.1%
(2023: 8.3%)
Senior managers 69.6%
(2023: 79.1%)
30.4%
(2023: 20.9%)
Middle managers/
Senior professionals
82.0%
(2023: 72.1%)
18.0%
(2023: 27.9%)
Supervisors/Professionals 40.1%
(2023: 39.1%)
59.9%
(2023: 60.9%)
Frontline workers 87.4%
(2023: 87.9%)
12.6%
(2023: 12.1%)
Total employees 65.5%
(2023: 66.3%)
34.5%
(2023: 33.7%)
1. Excluding seafarers. Shipping is a very male-dominated industry with limited
female entrants. 1% of our seafarer population are female.
The Stolt-Nielsen Board of Directors is 83.3% male
(2023: 85.7%) and 16.7% female (2023: 14.3%).
Equal opportunities
SNL’s global hiring and employment policy includes a
clear statement on our commitment to providing equal
opportunities. We recruit, train and develop people who are
best suited to the requirements of each role, regardless of
gender, ethnic origin, age, religion or belief, marriage or civil
partnership, nationality, national origin, pregnancy or
parenthood, sexual orientation, gender identity or disability.
Ethical practices and compliance
We maintain the highest ethical standards in all our activities
so that we continue to be an employer and business partner
of choice.
Our Code of Business Conduct provides a global framework
that defines our behaviour and ensures our business
objectives are achieved in an ethical, honest and legal manner.
It applies to everyone who works with and for us – from
directors and officers to staff, contractors and consultants –
and is displayed at all our sites in local languages.
The Code requires everyone to act ethically, with integrity
and in accordance with relevant laws, regulations and
company policies. It also sets standards for maintaining
professional relationships and avoiding conflicts of interest,
bribery and corruption. Anyone who breaches the Code is
subject to disciplinary action, up to and including termination
of employment.
Sustainability continued
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Each year, the Code is reviewed by the Board of Directors
through its Audit Committee, to ensure it remains relevant
and up to date with the needs of our business and wider
society. We require all office-based staff to reconfirm
compliance with the Code on an annual basis, and those
with access to our online learning platform must complete
a training module to maintain their awareness and
understanding of anti-bribery and corruption measures.
In 2024, 100% of those required to do so successfully
completed the module. So that we continue to have robust
policies and practices in place, during 2024 we refined our
Code of Business Conduct with respect to safety matters,
and will launch an updated version in 2025.
You can find our Code of Business Conduct online at:
stolt-nielsen.com/investors/code-of-business-conduct/.
Our Suppliers’ Code of Conduct is also reviewed annually. It
sets out the business conduct principles and rules we expect
all suppliers performing services on behalf of SNL to uphold,
ensuring they conduct their business and achieve their
targets in an ethical, honest and legal manner.
You can find our Suppliers’ Code of Conduct online at:
stolt-nielsen.com/investors/suppliers-code-of-conduct/.
A safe space to ‘speak up’
It is essential that employees feel safe to raise concerns
about unethical behaviour and any potential, suspected or
actual breach of the Code of Business Conduct without fear
of retaliation, victimisation, discrimination or disadvantage.
Employees can discuss their concerns with local managers,
HR, legal representatives or through our online Speak Up
platform. This platform allows people to submit confidential
reports (anonymously if they choose) directly to the Chair of
the Audit Committee and our Head of Internal Audit. Every
report is taken seriously and appropriately investigated.
In 2024, 32 Speak Up reports (2023: 30) were received. The
one Speak Up report relating to allegations of fraud/corruption
has been investigated and found to be unsubstantiated. All
reports are included as part of our ongoing internal audit fraud
risk assessment. Of the 32 whistleblowing reports received,
81% were submitted anonymously. All Speak Up reports are
appropriately investigated, and 34% of the reports were
substantiated on some level.
To ensure Speak Up continues to be an effective way for
people to raise their concerns, during 2025 we will provide
employees with renewed guidance on when and how to use
this resource.
Concerns can be reported online here: report.whistleb.com/
en/stolt-nielsen.
Safeguarding human rights and dignity
Our commitment to human rights extends across every
level of our business, and our supply chains. Many of the
countries in which we operate have a high risk of human
rights, environmental or business ethics abuses, and we
closely monitor these areas.
As a signatory to the UN Global Compact (UNGC), we are
committed to aligning our business approach with its
principles and to ensuring that these are firmly embedded
within our businesses. We also support the principles set
out in the UN Universal Declaration of Human Rights, the UN
Guiding Principles on Business and Human Rights and the
International Labour Organization Core Conventions.
Stolt Tankers is a signatory of IMPA ACT and supports
its Code of Conduct relating to labour and human rights.
The sustainability policies of Stolthaven Terminals and
Stolt Tank Containers also include commitments to
upholding internationally proclaimed human rights.
Fraud/Corruption: 1
Discrimination/Harassment: 3
Compliance: 9
Safety: 12
Other: 7
3
7
12
1
9
Speak Up reports by type
Sustainability continued
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Sustainability continued
For ship recycling, Stolt Tankers only selects yards that
operate in accordance with the International Maritime
Organization’s (IMO) 2009 Hong Kong Convention for the
Safe and Environmentally Sound Recycling of Ships (HKC),
which will come into full force on June 26, 2025. No ships
were recycled in 2024.
During the recycling of a vessel, Stolt Tankers enforces strict
health and safety protocols to protect workers. The process
is monitored from start to finish by an onsite surveyor who
ensures workers’ rights and conditions are protected and
all compliance standards are upheld. Stolt Tankers also
randomly validates the status, permits, salary (where
allowed, in line with local privacy regulations) and insurance
for five workers each month to mitigate the risk of human
rights breaches.
In 2024, we received no human rights or child labour
grievance reports against Stolt-Nielsen. You can find our
Modern Slavery and Human Trafficking Statement 2024 at:
stolt-nielsen.com/sustainability/modern-slavery-and-human-
trafficking-statement-2024/.
Adhering to maritime laws and ethical standards
Our commitment to the welfare of seafarers and ethical
conduct at sea is supported by our compliance with
mandated standards from several international agreements,
conventions and processes. This includes the Maritime
Labour Convention (MLC) Seafarers’ Bill of Rights; the
International Convention on Standards of Training,
Certification and Watchkeeping for Seafarers (STCW); the
International Convention for the Safety of Life at Sea (SOLAS);
and the International Convention for the Prevention of
Pollution from Ships (MARPOL).
As part of its commitment to ensuring compliance at sea,
Stolt Tankers is a member of the Maritime Anti-Corruption
Network (MACN), which is working to create a maritime
industry free of corruption and to foster a culture of integrity.
Furthermore, all Stolt Tankers’ ships operate with valid
International Transport Workers’ Federation (ITF) union
agreements on collective bargaining for all seafarers onboard.
In 2024, Stolt Tankers joined the Global Maritime Forum as
an associate partner, through which our sea personnel are
contributing towards the forum’s human sustainability
initiative aimed at promoting a safe, diversified and attractive
career path for seafarers.
Our compliance with these conventions is vetted and
verified in several ways: by port state control and flag state
inspections; during routine onboard inspections as part of
the Oil Companies International Marine Forum/Chemical
Distribution Institute (OCIMF/CDI) tanker management and
self-assessment process; and through periodic international
safety management (ISM) audits, which are carried out on
behalf of flag states by DNV, the world’s largest ship
classification society. We also document MLC compliance
within our ship management system.
Supporting our communities
We actively support the communities in which we operate,
not just financially but also by organising and participating
in local environmental, educational and social programmes.
Where possible, we purchase local goods and services, and
hire and train local talent for fulfilling careers.
In 2024, Stolt Tankers together with its partners NYK Line,
CMB Tech, Tufton and Farvatn donated US $110,000 to
three local environmental projects focused on climate
action. Project UGAT (Upsurging Greenery Amidst Tide)
was set up in the Philippines in 2021 by Stolt-Nielsen and
supported by the Junior Chamber International (JCI) Regatta,
to increase mangrove cover and improve habitat quality.
Kelp Forest Foundation is a Netherlands-based organisation
focused on improving kelp and ocean health globally.
And MSS Research Foundation’s integrated multi-trophic
aquaculture project is fostering seaweed generation along
the Indian coastline.
The Philippines is home for many of our seafarers and,
throughout 2024, the Stolt Tankers team in Manila continued
its own work to rejuvenate mangrove forests across five
provinces. The local team – with help from visitors from
across Stolt-Nielsen’s global network – planted a total of
1,900 mangrove saplings, which not only help absorb carbon
from the atmosphere but also act as a natural barrier against
coastal erosion, storms and tsunamis. Stolt Tankers also
continued its local partnership with JCI Regatta, donating the
funds to build a second boat to transport children to school
on the island of Malalison, Iloilo.
In the US, employees from all three logistics businesses
helped local children in need by taking part in the 2024
Child Advocates Superhero Run, raising US $115,000,
and by volunteering to prepare meals for children living
in food poverty.
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Employees at Stolthaven Terminals in Brazil donated almost
2,000 litres of drinking water to help people affected by
severe floods in the south of the country in May. Every litre of
water donated by an employee was doubled by the business.
The team in Brazil also donated unused office computers to
a local project that gives children the space and resources to
connect, read and take part in sports and technology classes.
In Colombia, Stolt Tank Containers (STC) supports the
Abraza un Sueño (Hugs that Heal) Foundation, which helps
seriously ill children. This year, the team sponsored four girls,
aged between five and 12, in the form of regular visits,
activities and special outings during their treatment. The STC
depot team in Mumbai, India once again donated school
supplies to students at the nearby village school.
During 2024, Stolt Sea Farm (SSF) was chosen by the
Aquaculture Business Association of Spain (APROMAR) to
tell its community engagement story. SSF also sponsored
a project for school children to learn about marine activities
and aquaculture through art. And, for the sixth consecutive
year, SSF sponsored a marine-education programme for
students in Galicia, Spain allowing more than 330 students
to learn about sustainable aquaculture and fishing and how
to value, and care for, the ocean’s resources.
You can find more stories about our community activities in
the news section of stolt-nielsen.com.
Sustainability continued
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Stolt-Nielsen’s approach to
corporate governance addresses
the interaction between our
shareholders, the Board of
Directors and management.
Being registered in Bermuda and listed
on the Oslo Børs, we are subject to
corporate governance regulations under
the Norwegian Code of Practice for
Corporate Governance.
The Company’s Corporate Governance
Report is prepared in accordance with
section 4.4. of the Oslo Børs Rule Book
II – Issuer Rules.
Corporate Governance
Stolt-Nielsen Limited | Annual Report 2024 59
Financial Statements Other InformationDirectors’ Report
Corporate Governance
Board of Directors
Mr Niels G. Stolt-Nielsen became Chairman of the Board
in September 2023, and is a member of the Audit and
Compensation Committees. He has been a Director of
Stolt-Nielsen Limited since 1996.
Experience
Mr Stolt-Nielsen joined Stolt Tankers in 1990 in Greenwich,
Connecticut, US. In 1994 he relocated to China to open and head
Stolt-Nielsen Limited’s representative office in Shanghai. He was
the President of Stolt Sea Farm from 1996 until 2000 when he
became Chief Executive Officer of Stolt-Nielsen Limited, serving
in this role until 2023. From September 2002 until March 2003,
he also served as Interim Chief Executive Officer of Stolt
Offshore S.A. Mr Stolt-Nielsen graduated from Hofstra University
in 1990 with a BS degree in Business and Finance. He is a
Norwegian citizen.
Other appointments
Mr Stolt-Nielsen is the Chairman of the Board of Avenir LNG and
a Director of Golar LNG Ltd.
Ms Janet Ashdown is an independent Board member and was
appointed as a Director of Stolt-Nielsen Limited in April 2021.
She is a member of the Audit and Compensation Committees.
Experience
Ms Ashdown is a highly experienced Independent Director and
has served on the boards of four FTSE 250 companies.
She joined BP plc in 1980 and led several large businesses as a
senior executive during her 30 years with the company. In her
last role with BP, Ms Ashdown was responsible for a £20 billion
network of fuel outlets across the UK. With experience of
managing complex supply chain operations, Ms Ashdown also
has a deep understanding of industrial distribution businesses
and a strong interest in the energy transition, hydrogen and
carbon capture, and the broader ESG agenda. Ms Ashdown holds
a BSc in Engineering from Swansea University, UK and is a
British citizen.
Other appointments
Ms Ashdown is Non-Executive Director and Chair of the
Corporate Sustainability Committee and Remuneration
Committee at RHI Magnesita N.V, Non-Executive Director and
Chair of the Remuneration Committee at Victrex plc, and Senior
Independent Director and Chair of the Projects and Programmes
Committee Nuclear Decommissioning Authority at the
Department for Energy Security and Net Zero, UK.
Mr Jan Chr. Engelhardtsen is an independent Board member,
having been appointed to the Board of Directors in March
2018. He is also a member of the Audit Committee.
Experience
Mr Engelhardtsen served as Chief Financial Officer of
Stolt-Nielsen for 26 years. He held several key positions during
his career with the Company, including President of Stolt Tank
Containers, which saw him play an important role in our entry
into this sector and in setting the foundation for what is a very
successful business today. Mr Engelhardtsen also served as
President of Stolthaven Terminals, Chief Financial Officer of
Stolt Offshore S.A., and President and General Manager of
Stolt-Nielsen Singapore Pte. Mr Engelhardtsen holds an MBA
from the Sloan School of Management at the Massachusetts
Institute of Technology, US, as well as undergraduate degrees in
Business Administration and Finance. He has dual citizenship of
Norway and the US.
Other appointments
Mr Engelhardtsen is a Director of New York Cruise Lines, Inc.
Niels G.
Stolt-Nielsen
Director and Chairman
of the Board
Committees:
A
C
Janet Ashdown
Independent Director
Committees:
A
C
Jan Chr.
Engelhardtsen
Independent Director
Committees:
A
C
Committee Chair
A
Audit Committee
C Compensation Committee
60Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Corporate Governance continued
Tenure
4
2
0
1-10 years
11-20 years
21+ years
Mr Rolf Habben Jansen is an independent Board member
and has served as a Director of Stolt-Nielsen Limited since
December 2015.
Experience
Mr Habben Jansen began his career at Royal Nedlloyd before
joining Danzas, the Swiss logistics firm, which merged with DHL
in 1999. He was Head of Global Customer Solutions at DHL
from 2006 until joining Damco as Chief Executive Officer in
2009, leaving in 2014 to join Hapag-Lloyd. He is a Dutch citizen
and graduated from Rotterdam’s Erasmus University in 1991
with a degree in Economics.
Other appointments
Mr Habben Jansen is Chief Executive Officer of Hapag-Lloyd AG
and a board member of the World Shipping Council. He is also
a member of the Supervisory Board of the Schiphol Group.
Mr Jacob B. Stolt-Nielsen has served as a Director of
Stolt-Nielsen Limited since 1995.
Experience
Mr Stolt-Nielsen joined the Company in 1987 and served in
various positions in Oslo, Norway; Singapore; Greenwich,
Connecticut; Houston, Texas; and London, UK. He was President
of Stolthaven Terminals from 1992 until 2000, when he founded
and served as Chief Executive Officer of SeaSupplier Ltd. Mr
Stolt-Nielsen was Executive Vice President of Stolt-Nielsen
Limited from 2003 to 2005 and in 2012 founded Norterminal AS.
He is also a founder of Hydrogen Source AS, Narvik Batteri AS,
and Clean Industrial Solutions AS. Mr Stolt-Nielsen graduated
from Babson College in 1987 with a BS degree in Finance and
Entrepreneurial studies. He is a Norwegian citizen.
Other appointments
Mr Stolt-Nielsen is Chief Executive Officer of Norterminal AS
and is a board member of Stolt-Nielsen Holding AS, Hydrogen
Source AS, Clean Industrial Solutions AS, New York Cruise Lines,
Inc, and Narvik Batteri AS.
Mr Tor Olav Trøim is an independent Board member and has
served as a Director of Stolt-Nielsen Limited since April 2016.
Experience
Mr Trøim was an equity portfolio manager with Storebrand ASA
and Chief Executive Officer of the Norwegian Oil Company DNO
AS until 1995. He was employed by Seatankers Management
Co. from 1995 to 2014. During this period he was also, at
various times, Chief Executive Officer of a number of related
public companies, including Frontline Limited, Golar LNG Ltd,
Ship Finance Ltd. and Seadrill Ltd. He has served as a Director
on the boards of Frontline, Marine Harvest ASA, Golden Ocean
Group Limited, Seadrill Ltd, Archer Limited and Aktiv Kapital ASA,
among others. In 2014, Mr Trøim established Magni Partners UK,
which focuses on research and consultancy in the energy industry.
He graduated as M.Sc. Naval Architect from the University of
Trondheim, Norway in 1985 and is a Norwegian citizen.
Other appointments
Mr Trøim is Chairman of Golar LNG Ltd and Borr Drilling Ltd, and
owner of Magni Sport and Magni Partners UK, where he is also
Managing Partner.
Rolf Habben
Jansen
Independent Director
Jacob B.
Stolt-Nielsen
Director
Tor Olav Trøim
Independent Director
61Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Relevant Legislation and Codes of
Practice for Corporate Governance
Stolt-Nielsen Limited’s (‘SNL’ or the ‘Company’) corporate
governance addresses the division of roles between SNL’s
shareholders, Board of Directors, and
executive management.
SNL is a company incorporated in Bermuda with Norway
as its home state in the European Economic Area. The
Companies Act 1981 of Bermuda (the ‘Companies Act’)
governs the incorporation, organisation and executive
management of SNL. As a company listed on Oslo Børs, SNL
is also subject to certain obligations set out in Euronext Rule
Book I and Oslo Børs Rulebook II and, in addition, certain
provisions of the Norwegian Securities Trading Act and other
relevant Norwegian rules and regulations, including certain
provisions of the Norwegian Securities Trading Regulations.
According to Oslo Børs Rulebook II, the Norwegian Code of
Practice for Corporate Governance (the ‘Norwegian Code of
Practice’) also applies to the Company as no such code has
been implemented in Bermuda. Adherence to the Norwegian
Code of Practice is based on a ‘comply or explain’ principle,
whereby companies are expected to either comply with its
principles and recommendations or explain the deviation
and what alternative solutions it has selected.
Pursuant to the Norwegian Accounting Act and the Oslo
Børs Rulebook II, the Company has summarised any
expansions or deviations in the SNL Bye-Laws from the
provisions of Chapter 5 of the Norwegian Public Limited
Liability Companies Act (dealing with General Meetings of
Shareholders). This summary, together with the Company’s
Bye-Laws, are available at stolt-nielsen.com/investors/
governance/. The Norwegian Code of Practice is available
at nues.no/English.
1. Implementation and Reporting on
Corporate Governance
SNL has a Code of Business Conduct which applies to all
directors, officers, employees, contractors and consultants
of the Group. The Code of Business Conduct is reviewed
annually by the Audit Committee and approved by the Board
of Directors. The Company’s overarching business conduct
guidelines, including ethical and social responsibility guidance,
are set out in its Code of Business Conduct and, where
appropriate, more specific policies have been developed to
provide more detailed guidance to provide a clear structure
for decision-making and accountability, risk management
and internal controls. Furthermore, committees such as an
Audit Committee and a Compensation Committee support
the Board in ensuring the overall effectiveness and
sustainability of the Company’s governance framework.
The reasons for the deviations from the principles and
recommendations of the Norwegian Code of Practice and the
solutions the Company has selected are explained throughout
this Corporate Governance Report.
2. Business
In compliance with the Bermuda Companies Act and
common practice for Bermuda companies, SNL’s
Memorandum of Association describes its objectives
and purposes as ‘unrestricted’.
The Board of Directors sets, evaluates and regularly reviews
the Group’s objectives, overall strategy and principal risks,
taking into account sustainability, including how matters
relating to the environment, social issues, the working
environment, equality and non-discrimination are integrated
into value creation. This is further described in the Business
Review and Sustainability sections of this Annual Report.
Deviation from the Norwegian Code of Practice: the
Company’s objects are unrestricted under the SNL Bye-Laws,
which is customary for a Bermuda company, but publicly
disclosed in a manner that enables SNL’s shareholders to
anticipate its activities.
3. Equity and Dividends
The Board of Directors is of the opinion that the Company
currently has a suitable capital structure to meet its
objectives, strategy and risk profile. The authorised share
capital of SNL is $ 65,016,250, divided into 65,000,000
Common Shares, each with a par value of $1.00, and
16,250,000 Founder’s Shares, each with a par value of
$0.001. As of November 30, 2024, 58,523,796 Common
Shares and 14,630,949 Founder’s Shares were issued, and
53,523,796 Common Shares and 13,380,949 Founder’s
Shares were outstanding. In accordance with provisions of
the SNL Bye-Laws, the authorised share capital of SNL may
only be increased, reduced or otherwise altered by resolution
of the shareholders. The Board of Directors, subject to any
shareholder resolution to the contrary, has the power to
issue any unissued shares of the Company within the limits
of the authorised capital.
In accordance with the provisions of the SNL Bye-Laws and
the Bermuda Companies Act, the Company may purchase
its own shares for cancellation or acquire such shares as
treasury shares on such terms as the Board of Directors
shall think fit. Historically, the Annual General Meeting of
Shareholders of SNL has authorised the Company, or any
wholly owned subsidiary, to purchase Common Shares of
the Company from time to time in the open market, subject
to certain conditions and in conformity with applicable laws
and standards. The Board of Directors has resolved to
continue share purchases, if any, on the terms approved
at the Annual General Meeting.
Corporate Governance continued
Corporate Governance Report
62Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
The Board of Directors has established a dividend policy that
is available on the SNL website (stolt-nielsen.com/investors/
dividends/). Under Bermuda law, a company’s board of
directors may not declare or pay dividends if there are
reasonable grounds for believing that the company is, or
would after the payment be, unable to pay its liabilities as
they become due or that the realisable value of its assets
would thereby be less than its liabilities.
Deviation from the Norwegian Code of Practice: none.
4. Equal Treatment of Shareholders
SNL has two classes of shares, Common Shares and
Founder’s Shares, which carry rights as set forth in the
SNL Bye-Laws. Subject to such rights, the Company treats
shareholders within each class equally, in accordance with
the Norwegian Code of Practice and the Norwegian
Securities Trading Act. Only the Common Shares are listed
on Oslo Børs. You can find the list of our major shareholders
at stolt-nielsen.com/investors/shareholder-information/, and
the SNL Bye-Laws at stolt-nielsen.com/investors/governance/.
Any transactions SNL carries out in its own shares are
carried out either through Oslo Børs or at prevailing stock
exchange prices if carried out in any other way.
Deviation from the Norwegian Code of Practice: none.
5. Shares and Negotiability
Only the SNL Common Shares are listed on Oslo Børs. The
SNL Bye-Laws limit individual shareholdings of the Company’s
shares to 20% of the issued and outstanding shares (unless
such ownership shall have been approved in advance by the
Board of Directors), single US person shareholdings to 9.9%
and shareholders of any single country in aggregate to
49.9%. However, these restrictions do not apply to any
person who was a shareholder of Stolt-Nielsen S.A. (which
amalgamated with the Company on November 18, 2010)
as of August 31, 1987 or any Affiliate or Associate (as such
terms are defined in the SNL Bye-laws) of such person,
except in certain circumstances as outlined in Bye-law 74 of
the SNL Bye-laws, which are available at stolt-nielsen.com/
investors/governance/.
According to the SNL Bye-Laws, the Board of Directors is
authorised to further restrict, reduce or prevent the ownership
of shares if it appears to the Board of Directors that such
ownership may threaten SNL with adverse consequences,
including but not limited to adverse tax consequences,
hostile takeover attempts or adverse governmental
sanctions. The Board of Directors has to date not made use
of its authority and will not use its authority unless the
transfer will have sufficient adverse consequences for the
Company, and in no event if the exercise of such rights may
cause disturbances in the market or would be in conflict with
mandatory laws or regulations. Please also refer to Section
14 below for an explanation of the Board’s approach
to takeovers.
Deviation from the Norwegian Code of Practice: a summary
of provisions of Chapter 5 of the Norwegian Public Limited
Liability Companies Act and where the SNL Bye-Laws expand
or deviate from the provisions of such Act can be found on
the Company’s website at stolt-nielsen.com/investors/
governance/.
6. General Meetings
The Board of Directors or the Chairman are responsible
for calling both Annual and Special General Meetings of
shareholders. At any General Meeting, two or more persons
present in person throughout the meeting and representing
in person or by proxy issued voting shares in the Company
shall form a quorum for the transaction of business, except
for those matters under the Bermuda Companies Act for
which a specified super-majority vote is required, in which
case a quorum representing one third of the issued and
outstanding shares entitled to vote is required.
The Company is obligated to hold an Annual General Meeting
every year at such time and place as the Board of Directors
or Chairman shall designate.
A shareholder or group of shareholders representing at least
one tenth of the outstanding voting shares may request a
Special General Meeting in writing, indicating the agenda
thereof. The Board of Directors will be obligated to convene
the meeting forthwith.
Notices for both Annual and Special General Meetings shall
be sent by mail (or by such other method pursuant to the SNL
Bye-laws) to all holders entitled to attend and vote no later
than 21 days before the date set for the General Meeting.
Notices shall provide sufficiently detailed, comprehensive
and specific information on all matters to be considered at
the General Meeting, voting instructions and the opportunity
to vote by proxy. Matters at the General Meetings are
restricted to those set forth in the agenda.
The foregoing provisions relating to the holding of, and
conduct at, General Meetings are set forth in the SNL
Bye-Laws, as well as in relevant provisions of the Bermuda
Companies Act.
SNL is under the majority control of Fiducia Ltd., a company
owned by a trust established for the benefit of the
Stolt-Nielsen family. As of November 30, 2024, Fiducia Ltd.
controls 64.82% of the outstanding shares of SNL entitled
to vote generally on matters brought to a vote of the
shareholders of SNL. When the shares held by trusts
established for the benefit of members of the Stolt-Nielsen
family together with shares held by individual members of
the Stolt-Nielsen family are taken into account, the combined
shareholdings total 66.28% of the outstanding shares of SNL
entitled to vote generally on matters brought to a vote of the
shareholders of SNL.
Corporate Governance continued
63Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Deviation from the Norwegian Code of Practice: General
Meetings are typically held by shareholders granting proxies,
with voting instructions being given to such proxies ahead of
the General Meeting. As such, the Chairman or the full Board
of Directors may, but do not always, attend General Meetings.
7. Nomination Committee
Neither Bermuda law nor the SNL Bye-Laws require that a
nomination committee be established. Consequently, SNL
has not established a nomination committee. Members
of the Board of Directors identify and evaluate proposed
candidates for nomination to the Board of Directors based
on merit. Individuals are selected for nomination to the
Board of Directors because of their business or professional
experience, and their array of talents and perspectives, to
promote a culture that generates the diversity of thought,
approach and ideas needed to further the Company’s
strategic objectives.
The Board of Directors regularly reviews its composition
to ensure that it can attend to the common interests of all
shareholders and meet the Company’s need for expertise,
capability, diversity and independence. The Board of
Directors also monitors that its members have sufficient
capacity to carry out their duties. Directors’ external
commitments are described earlier in this Corporate
Governance Report.
Deviation from the Norwegian Code of Practice: the Company
does not have a Nomination Committee, but the Board of
Directors has put processes in place to review its performance
and composition on an ongoing basis, as described above.
8. Board of Directors: Composition and
Independence
The business affairs of SNL are managed under the direction
of the Board of Directors. The Board of Directors may
delegate authority to the Chairman, specified committees
of the Board of Directors, or to SNL’s executive management.
SNL does not have a corporate assembly as this is not
required under Bermuda law.
As provided in the SNL Bye-Laws, the Board of Directors
shall be composed of at least three and not more than nine
Directors. The Board of Directors believes that the optimal
size for the Board of Directors should be six to eight Directors.
The Board of Directors’ size is flexible depending on the
circumstances and the qualifications of proposed candidates.
Directors are elected at the Annual General Meeting.
Directors shall hold office for such term as decided by the
General Meeting or, in absence of such determination, until
the next Annual General Meeting or until their successors
are elected or appointed or their office is otherwise vacated.
Directors may be removed only for cause by a vote at a
Special General Meeting held for that purpose. In the event
of a vacancy on the Board of Directors, the remaining
members of the Board of Directors may fill such vacancy
and appoint a member to act until the next General Meeting
at which the Directors are re-elected. The foregoing provisions
relating to the election, removal and replacement of
Directors are set forth in the SNL Bye-Laws.
Four of the current six SNL Directors –Janet Ashdown, Rolf
Habben Jansen, Tor Olav Trøim and Jan Chr. Engelhardtsen
– are considered to be independent from the Company’s
major shareholders, the executive management and the
Company’s main business associates according to the
Norwegian Code of Practice. In the view of the Board of
Directors, the composition of the Board of Directors and
Board Committees ensures continuity and experience and
is suitable to represent the interests of the minority
shareholders.
The Chairman of the Board of Directors is elected at the
Annual General Meeting.
Information on the members of the Board of Directors can
be found earlier in this Corporate Governance Report, and an
up-to-date composition of the Board of Directors is
maintained and available on the Company’s website at
stolt-nielsen.com/about-us/leadership-team/.
Deviation from the Norwegian Code of Practice: none.
9. The Work of the Board of Directors
Board meetings
The Board of Directors, acting as a collegiate body, has the
ultimate responsibility for the management of the Company.
The Board of Directors holds at least four regularly scheduled
meetings a year, as well as ad hoc meetings when required.
Meeting schedules are approved annually by all members of
the Board of Directors. The Board of Directors may appoint a
Board Secretary, who does not need to be a member of the
Board of Directors.
Decisions of the Board of Directors shall be taken by a
majority of the votes cast by the Directors present and
represented at such meeting provided a quorum is present.
A majority of the Directors then in office shall constitute a
quorum. The Board of Directors may also act by unanimous
written consent.
The Audit Committee has established processes to monitor
all transactions which may give rise to conflict or potential
conflict of interest. Members of the Board of Directors and
executive management must notify the Audit Committee
and Board of Directors if they have any material direct or
indirect interest in any proposed transaction to be entered
into by SNL. Following such notification, and unless
disqualified by the Chair of the relevant Audit Committee or
Board of Directors meeting, a Director may vote in respect
of any such matter and may be counted in the quorum for
such meeting.
Corporate Governance continued
64Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Board meetings – executive sessions
Executive management is available to discuss matters of
concern to the Board of Directors, and the Board of Directors
has regular access to executive management. The basic
duties and responsibilities of the Directors include attending
Board of Directors’ meetings, preparing for meetings by
advance review of any meeting materials and actively
participating in the Board of Directors’ discussions. Directors
are also expected to make themselves available outside
scheduled meetings for advice and consultation.
The Board of Directors ensures that SNL has effective
internal controls in accordance with the regulations that
apply to its activities, including SNL’s corporate values and
ethical guidelines.
Board Committees
The Board of Directors has established an Audit Committee
and a Compensation Committee. The Board of Directors
periodically reviews the size, structure and function of the
Board Committees. The Audit Committee and Compensation
Committee have written terms of reference, which are
reviewed and reassessed by the relevant Committee and
approved by the Board of Directors on an annual basis.
The Audit Committee is composed of not less than two
members, a majority of whom should normally qualify as
independent pursuant to all applicable regulatory requirements.
The Audit Committee has overall responsibility for overseeing
the accounting and financial reporting processes of the
Company, the audits of the Company’s financial statements,
and the work of the Company’s external auditor and internal
audit department. The Audit Committee also recommends
the external auditor’s appointment, compensation and
retention. Under Bermuda law the appointment of the
external auditor must be made by shareholders in a
General Meeting, but the approval of the external auditor’s
compensation may be delegated by the shareholders to the
Board of Directors.
The Compensation Committee is composed of not less than
two members, at least one of whom should normally qualify
as independent pursuant to all applicable regulatory
requirements. The Compensation Committee is responsible
for compensation strategy, overall salary reviews and
awards under its compensation programmes. It reviews
and approves all aspects of senior executive management
compensation, including performance incentive and
equity-based compensation plans.
Each Committee has a Chair who reports on the activities of
such Committee at each meeting of the full Board of Directors.
The members of the Committees are set out earlier in this
Corporate Governance Report, and an up-to-date list is also
maintained on the Company’s website at stolt-nielsen.com/
about-us/leadership-team/.
Agreements with related parties
The Board of Directors reviews, at least annually, the
financial and other relationships between each Director and
SNL. Through the Audit Committee, the Board of Directors
has adopted guidelines and procedures to ensure that,
should any transaction involving related parties be
considered, such transaction be appropriately reviewed for
potential conflict of interest situations, with the aim of
preventing value from being transferred to related parties.
Any such transactions would require approval from the Audit
Committee or Board of Directors and be disclosed in the
Notes to the Financial Statements of this Annual Report.
Deviation from the Norwegian Code of Practice: none.
10. Risk Management and Internal
Control
The Board of Directors is ultimately responsible for SNL’s
system of internal control, which covers financial,
operational and compliance controls as well as risk
management processes. SNL’s system of internal control is
designed to manage rather than eliminate the risk of failure
to achieve business objectives and provide reasonable
assurance that SNL is operating legally, ethically and within
approved financial and operational policies and procedures
with sufficient safeguards against material financial
statement misstatements or loss of assets.
The main elements of the Company’s system of internal
control over financial reporting include: the Code of Business
Conduct and other corporate governance and compliance
policies, global accounting policies and procedures, financial
reporting risk assessments, annual budgets, authorisation
limits, periodic reporting and evaluation of budgeted versus
actual results. The different layers of control allow for a
greater probability that errors in financial reporting are
identified early and corrected.
SNL’s business heads conduct an annual review of SNL’s
most significant areas of exposure to risk, which are detailed
in the Directors’ Report of this Annual Report. The internal
audit department provides assurance that the Company has
appropriate internal control, risk management and related
corporate governance systems in place throughout the
organisation, performs regular independent audit reviews
of these systems to assure adherence and recommend
improvements, and reports to the Audit
Committee accordingly.
The Board of Directors, through the Audit Committee,
oversees the monitoring of compliance with the system
of internal control over financial reporting. At its quarterly
meeting the Audit Committee reviews and discusses results
of internal audits performed by the internal audit department.
This also includes matters of an ethical nature. All employees,
customers, suppliers and other parties have direct access to
the Audit Committee, through the Company’s Speak Up
system, to report any potential illegal or unethical matters.
This confidential system can be accessed on the Company’s
website at stolt-nielsen.com/contacts/.
Deviation from the Norwegian Code of Practice: none.
Corporate Governance continued
65Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
11. Remuneration of the Board of
Directors
The Board of Directors reviews the Directors’ compensation
periodically. The review includes a comparison of the
Company’s compensation practices against the practices of
comparable US and European companies. The remuneration
of the Board of Directors reflects its responsibility, expertise
and time commitment, and the complexity of SNL’s activities.
The remuneration is not linked to the performance of
the Company.
Members of the Board of Directors and/or companies with
which they are associated shall not in principle take on
specific assignments for SNL in addition to their appointment
as a member of the Board of Directors. If they do
nonetheless take on such assignments this shall be
disclosed to and receive prior approval from the full Board of
Directors. The remuneration for such additional duties shall
be approved by the Board of Directors.
The remuneration awarded to the Board of Directors for their
service as Directors is disclosed in aggregate in this Annual
Report. Any remuneration in addition to normal Directors’
fees is specifically identified.
Deviations from the Norwegian Code of Practice: none.
12. Salary and Other Remuneration for
Executive Management
The Compensation Committee of SNL is responsible for
compensation strategy, overall salary reviews and awards
under its compensation programmes. It reviews and
approves all aspects of executive management compensation,
including performance incentive compensation plans to
ensure that such plans are linked to long-term value creation
for shareholders or the Company’s earnings performance
over time.
The Company has in place an annual and a long-term
incentive plan aimed at tying executive management’s
compensation with the performance of the Company. All
performance-related compensation is capped at a maximum
percentage of the salary of the executive management.
Deviation from the Norwegian Code of Practice: Bermuda law
does not require guidelines for the remuneration of executive
personnel to be communicated to the Annual General
Meeting, but the Compensation Committee carefully
evaluates executive management’s salary and other
remuneration based on the key principles described above.
13. Information and Communications
All information distributed to SNL shareholders is published
on SNL’s website. SNL promptly submits all regulatory
announcements to Oslo Børs, and disseminates such
announcements through an approved news wire service that
provides simultaneous and broad distribution.
Copies of audited financial statements of SNL are distributed
to shareholders prior to the Annual General Meeting and filed
with Oslo Børs in accordance with its requirements. SNL
publishes each year the dates for major events such as its
Annual General Meeting, publication of interim reports, public
presentations and dividend payment dates, if appropriate.
These dates are available on SNL’s website at stolt-nielsen.
com/investors/financial-calendar/.
After each quarterly earnings release, SNL holds a
conference call to discuss the results and respond to
investor and analyst questions. The conference call is open
to all those who wish to participate. Twice per year, executive
management endeavours to hold the results conference call
in front of a live audience. Conference calls are webcast, with
playback options available.
Deviation from the Norwegian Code of Practice: none.
14. Takeovers
The Board of Directors will publicly disclose any serious offer
for SNL, or a substantial portion of the assets of SNL, and
will to the extent applicable follow the Norwegian Securities
Trading Act and the recommendation in the Norwegian Code
of Practice, and act in the best interests of the Company, if
any serious offer is received.
In most of SNL’s financing agreements the Company has
certain change of control provisions that would trigger a
default in the event of a takeover, unless waivers were
obtained from lenders.
Fiducia Ltd. currently has an ownership interest in the
Company which may deter a third party from attempting
to take control of SNL.
Deviation from the Norwegian Code of Practice: none.
15. Independent Auditor
The Audit Committee is responsible for the oversight of
the work of the Company’s Independent Auditor, and for
recommending the Independent Auditor’s appointment. The
Audit Committee has established guidelines in respect of the
use of the Independent Auditor by the Company’s executive
management for services other than the audit, which should
be approved in advance.
The Audit Committee shall receive annual written
confirmation from the Independent Auditor that such
firm continues to satisfy all applicable requirements for
independence. In addition, the Independent Auditor shall
provide the Audit Committee with a summary of all services
in addition to audit work that have been undertaken for the
Company. The Independent Auditor shall submit the main
features of the plan for the audit of SNL to the Audit
Committee annually.
Corporate Governance continued
66Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
The Independent Auditor shall participate in meetings of the
Audit Committee that deal with the annual accounts and
half-year results. At these meetings, the Independent Auditor
shall comment on any material changes in the Company’s
accounting principles and material management estimates
and judgements, and report all matters on which there have
been disagreements between the firm and the executive
management of the Company, if any.
The Independent Auditor shall at least once a year present to
the Audit Committee commentary on any significant internal
control findings arising during the audit.
The Audit Committee shall hold a meeting with the
Independent Auditor at least once a year at which no
member of the executive management is present.
Deviation from the Norwegian Code of Practice: none.
Corporate Governance continued
67Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Financial Statements
68Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Consolidated Statement of Total Comprehensive Income
| For the years ended November 30 | |||
(in US $ thousands, except per share data) | Notes | 2024 | 2023 |
Operating Revenue | 3, 4 | ||
Operating Expenses | 5 | ( | ( |
Legal claims provision | 26 | ( | |
Depreciation and amortisation | 14, 15, 16 | ( | ( |
Gross Profit | |||
Share of profit of joint ventures and associates | 17 | ||
Administrative and general expenses | 5 | ( | ( |
Gain on disposal of assets, net | 7 | ||
Other operating income | |||
Other operating expense | ( | ( | |
Operating Profit | |||
| Non-Operating (Expense) Income | |||
| Finance expense on lease liabilities | 8 | ( | ( |
Finance expense on debt | 8 | ( | ( |
| Finance income | 8 | ||
Foreign currency exchange loss, net | ( | ( | |
Other non-operating income, net | |||
Profit before income tax | |||
Income tax expense | 9 | ( | ( |
Net Profit | |||
| Earnings per share: | |||
Basic | 31 | ||
Diluted | 31 |
| For the years ended November 30 | |||
(in US $ thousands) | Notes | 2024 | 2023 |
Net profit | |||
| Items that will not be reclassified subsequently to profit | |||
| or loss: | |||
Actuarial gain on pension schemes | 25 | ||
Actuarial gain on pension scheme of joint venture | 17 | ||
Deferred tax adjustment on defined benefit and other post-employment benefit obligations | 9 | ( | ( |
| Items that may be reclassified subsequently to profit | |||
| or loss: | |||
Net loss on cash flow hedges | ( | ( | |
| Reclassification of cash flow hedges to income | |||
statement | |||
| Net (loss) gain on cash flow hedges held by joint | |||
| ventures | 17 | ( | |
Deferred tax adjustment on cash flow hedges | 9 | ||
| Exchange differences arising on translation of foreign | |||
operations | ( | ||
| Exchange differences arising on translation of joint | |||
ventures and associates | 17 | ( | |
Change in value of investment in equity instruments | 18 | ( | |
Net (loss) profit recognised as other comprehensive income | ( | ||
Total comprehensive income |
Notes 1 to 33 are an integral part of these Consolidated Financial Statements.
69Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Consolidated Balance Sheet
| As of November 30 | |||
(in US $ thousands) | Notes | 2024 | 2023 |
| ASSETS | |||
| Current Assets: | |||
Cash and cash equivalents | 10 | ||
Receivables, net | 11 | ||
Inventories, net | 12 | ||
Biological assets | 12 | ||
Prepaid expenses | 13 | ||
Derivative financial instruments | 22 | ||
Income tax receivable | 9 | ||
Other current assets | |||
Total Current Assets | |||
Property, plant and equipment | 14 | ||
Right-of-use assets | 15 | ||
Deposit for newbuildings | 14 | ||
| Investments in and advances to joint ventures | |||
and associates | 17 | ||
Investment in equity and debt instruments | 18 | ||
Deferred tax assets | 9 | ||
Intangible assets and goodwill | 16 | ||
Employee benefit assets | 25 | ||
Derivative financial instruments | 22 | ||
Insurance claims receivable | 19 | ||
Other non-current assets | |||
Total Non-Current Assets | |||
Total Assets |
The financial statements on pages 69 to 137 were approved by the Board of Directors on
March 13, 2025 and signed on its behalf by
Udo Lange Jens F. Grüner-Hegge
Chief Executive Officer Chief Financial Officer
| As of November 30 | |||
(in US $ thousands) | Notes | 2024 | 2023 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current Liabilities: | |||
Current maturities of long-term debt | 24 | ||
Current lease liabilities | 15 | ||
Accounts payable | 20 | ||
Accrued voyage expenses and unearned revenue | |||
Dividend payable | 30 | ||
Accrued expenses | 20 | ||
Provisions | 26 | ||
Income tax payable | 9 | ||
Derivative financial instruments | 22 | ||
Other current liabilities | |||
Total Current Liabilities | |||
| Long-term debt | 24 | ||
| Long-term lease liabilities | 15 | ||
| Deferred tax liabilities | 9 | ||
| Employee benefit liabilities | 25 | ||
| Derivative financial instruments | 22 | ||
| Long-term provisions | 26 | ||
| Other non-current liabilities | |||
| Total Non-Current Liabilities | |||
| Total Liabilities | |||
| Shareholders’ Equity | 30 | ||
| Founder’s Shares | |||
| Common Shares | |||
| Paid-in surplus | |||
| Retained earnings | |||
| Other components of equity | ( | ( | |
| Less – Treasury shares | ( | ( | |
| Total Shareholders’ Equity | |||
| Total Liabilities and Shareholders’ Equity |
Notes 1 to 33 are an integral part of these Consolidated Financial Statements.
70Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Consolidated Statement of Changes in Shareholders’ Equity
| Attributable to | |||||||||
| Common | Founder’s | Paid-in | Treasury | Retained | Foreign | equity holders | |||
| (in US $ thousands) | Shares | Shares | surplus | shares | earnings | currency (a) | Hedging (a) | Fair value (a) | of SNL |
Balance, December 1, 2022 | ( | ( | ( | ||||||
| Comprehensive income (loss) | |||||||||
Net profit | |||||||||
| Other comprehensive income (loss) | |||||||||
| Transfer related to disposal of equity investment | ( ) | | |||||||
Translation adjustments, net | |||||||||
| Remeasurement of post-employment benefit obligations, net of tax | | ||||||||
Fair value adjustment on equity investments | ( | ( | |||||||
| Net loss on cash flow hedges and reclassifications to income | |||||||||
| statement, net of taxes | ( ) | | ( ) | ||||||
Total other comprehensive income (loss) | ( | ( | |||||||
| Total comprehensive income (loss) | ( ) | ( ) | | ||||||
| Transactions with shareholders | |||||||||
Cash dividends paid –$2.25 per Common Share (b) | ( | ( | |||||||
| Cash dividends paid –$0.005 per Founder’s Share (b) | ( ) | ( ) | |||||||
Total transactions with shareholders | ( | ( | |||||||
Balance, November 30, 2023 | ( | ( | ( | ||||||
| Comprehensive income (loss) | |||||||||
Net profit | |||||||||
| Other comprehensive income (loss) | |||||||||
| Translation adjustments, net | ( ) | ( ) | |||||||
Remeasurement of post-employment benefit obligations, net of tax | |||||||||
| Fair value adjustment on equity investments | |||||||||
| Net loss on cash flow hedges and reclassifications to income | |||||||||
| statement, net of taxes | ( | ( | |||||||
| Total other comprehensive income (loss) | ( ) | ( ) | ( ) | ||||||
Total comprehensive income (loss) | ( | ( | |||||||
| Transactions with shareholders | |||||||||
| Cash dividends paid –$2.75 per Common Share (c) | ( ) | ( ) | |||||||
Cash dividends paid –$0.005 per Founder’s Share (c) | ( | ( | |||||||
| Total transactions with shareholders | ( ) | ( ) | |||||||
| Balance, November 30, 2024 | ( ) | ( ) | ( ) |
a. Other components of equity on the balance sheet of $206.9 million and $204.1 million at November 30, 2024 and 2023, respectively, are composed of foreign currency, hedging and fair value.
b. The $120.4 million is the 2022 final and 2023 interim dividends for Common Shares and $0.1 million for Founder’s Shares.
c. The $147.2 million is the 2023 final and 2024 interim dividends for Common Shares and $0.1 million for Founder’s Shares.
Notes 1 to 33 are an integral part of these Consolidated Financial Statements.
71Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Consolidated Statement of Cash Flows
| For the years ended November 30 | |||
(in US $ thousands) | Notes | 2024 | 2023 |
Cash generated from operations | 32 | ||
Interest paid | ( | ( | |
Debt issuance costs | ( | ( | |
Interest received | |||
Income taxes paid | ( | ( | |
Net cash generated from operating activities | |||
| Cash flows from investing activities | |||
| Capital expenditures | 14 | ( | ( |
Purchase of intangible assets | 16 | ( | ( |
Deposits for newbuildings | 14 | ( | |
Investments in joint ventures and associates | 17 | ( | ( |
Proceeds from sales of assets | 14 | ||
Repayment of advances to joint ventures | 17 | ||
Advances to joint ventures | 17 | ( | ( |
Purchase of shares in equity instruments | 18 | ( | |
Sale of shares in equity instruments | 18 | ||
Other, net | ( | ||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Proceeds from issuance of long-term debt | 24 | ||
Repayment of long-term debt | 24 | ( | ( |
Principal payments on leases | 15 | ( | ( |
Dividends paid | 30 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net (decrease) increase in cash and cash equivalents | ( | ||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||
| Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at end of year |
Notes 1 to 33 are an integral part of these Consolidated Financial Statements.
72Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements
2. Summary of Material Accounting Policies
73Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
Other material accounting policies
Accounting policies for individual balance sheet and income statement accounts are included in
the respective footnotes.
74Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
Critical accounting estimate | Sources of accounting judgement or estimation uncertainty | Effect if actual results differ from assumptions |
| Voyage revenue and costs | ||
| The Group generates a majority of its operating revenue | In applying the percentage of completion method, the revenue | The accrued voyage and prepaid voyage expense accounts |
| through its tanker segment from the transportation of liquids | and expenses for voyages still in progress at the end of the | are used to adjust revenues billed and vendor invoices received |
| by sea and inland waterways under contracts of affreightment | reporting period are estimated and prorated over the period | to the appropriate amounts to be recognised based on the |
| or through contracts on the spot market. Tankers recognise | of the service provided for each active contract. | percentage of completion method of accounting. |
| the majority of its operating revenue over time on a prorated | For each voyage leg, estimates are made of revenues and | Management does not believe there would be a material |
| basis based on the time cargo is loaded to its estimated | related costs based on available actual information, current | change if the percentage of completion method was based |
| dispatch. When calculating the voyage revenue and costs, this | market parameters such as fuel cost and customer contract | on full voyages or other criteria, rather than using voyage legs. |
| recognition is first based on ‘budgeted voyage legs’ that are | portfolios, and relevant historical data, such as port costs. | However, if actual results are not consistent with estimates or |
reviewed and updated annually. After the voyage legs have begun, they are updated for actual results and the latest | Revenue and cost estimates are updated continually | assumptions, revenues or costs may be over or understated. |
| updated estimates. | throughout the voyage to account for changes in voyage | At November 30, 2024 and 2023, the accrued voyage expense |
| patterns, to include the most up-to-date data and to finalise | account was $70.9 million and $76.8 million, respectively, of | |
| revenues and expenses. | which $40.2 million and $47.1 million related to contract | |
| liabilities for unearned revenues. | ||
| Prepaid expenses included $24.1 million and $29.1 million of | ||
| prepaid invoices for voyages in progress applicable to periods | ||
| subsequent to November 30, 2024 and 2023, respectively. |
75Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
Critical accounting judgements and key sources of estimation uncertainty
ccontinued
Critical accounting estimate | Sources of accounting judgement or estimation uncertainty | Effect if actual results differ from assumptions |
| Depreciation and residual values | ||
| Ships, barges, tank containers and terminals are depreciated | In order to achieve component accounting, the Group uses | If the estimated economic useful life has to be reduced in |
| on a straight-line basis over their estimated useful lives, after | the weighted average useful economic life of the asset. In | future periods, an impairment loss or additional depreciation |
| reducing for the estimated residual value. | the case of ships, estimated useful lives of the components of | expense could result. |
| Estimated useful lives are based on past experience, expected | the ships range from an estimated 25 to 33 years. However, | A decrease in the useful life of the ship, barge, terminal or tank |
| future performance and management’s estimate of the period | actual lives of the components of ships or barges may be | container or fall in the residual value would have the effect |
| over which the asset will provide economic benefit. | different depending on many factors such as quality of | of increasing the annual depreciation charge and potentially |
| maintenance and repair and the type of product carried by | resulting in an impairment loss. | |
| For ships and barges, residual values are estimated based on | the ships or barges which may result in a shorter or longer | |
| the steel price, the estimated light displacement tonnage of | life. Future useful lives could be reduced based on customer | If the residual value is overestimated, this would reduce the |
| the fleet and current trends in the price of recycling of ships. | preferences, new technological advances, governmental and | annual depreciation and overstate the value of the assets. |
| For the majority of the fleet, the steel price used is the average | industry regulations and the effects of climate changes. | See Note 14 for further details. |
| steel price for the last three years. For ships expected to be | In the case of tank containers, the estimated useful life ranges | |
| recycled in the next three years, the steel price at the previous | between 10 and 20 years, depending on the supplier and the | |
| year-end date is used. | quality of steel used. Terminals tanks and structures have | |
| The evaluation of residual values and estimated useful lives | lives up to 40 years. | |
| for tank containers is based on the steel price of different | Residual values are difficult to estimate given the long lives of | |
| grades of steel. | ships, barges, terminals and tank containers, the uncertainty | |
| In the case of terminals, the lives of terminals can range up to | as to future economic conditions and the price of steel, which | |
40 years and the prices of steel and construction costs can vary across different terminals. If there is a material change | is considered as the main determinant of the residual price. | |
in the estimated life of the terminal or price of steel, then the estimates are revised. | ||
Both estimated useful lives and the residual values are evaluated annually, and the effect of any change is considered | ||
as a revision of accounting estimates, and the effect is reflected in the future depreciation charge. |
76Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
Critical accounting judgements and key sources of estimation uncertainty
ccontinued
Critical accounting judgement | Sources of accounting judgement or estimation uncertainty | Effect if actual results differ from assumptions | |
| Review of impairment triggers | |||
| Under IAS 36, Impairment of Assets, external | There is significant judgement required to determine whether | If the judgement applied in determining whether there was an | |
| and internal sources of information are to | an external or internal trigger has been met. | impairment trigger was incorrect or the fact pattern on which | |
| be reviewed for potential triggers of asset impairment for | Uncertainties related to impairment triggers include: | it was based changes, this could result in an impairment test | |
| each Cash Generating Unit (“CGU”) in the business segments. | being required and, possibly, an impairment being reflected | ||
| External triggers include: | • Effect of future technological advances on the value of | in the Consolidated Financial Statements. | |
• | Observable indications of declining value of the CGU | our assets. | |
| beyond normal use. | • Determination of the future effects of climate change on | ||
• | Adverse changes in the CGU’s technological, market, | asset values. | |
| economic or legal environment. | • Effect of current and expected future changes to the | ||
• | Increase in market interest rates which would affect the | political environments in which the CGUs operate. | |
| discount rate used in calculating the asset’s value in use. | • Changes in rules and regulations (for example, taxes on | ||
• | Carrying value of the net assets of the entity which was | carbon usage). | |
| • Effect of market capitalisation, which is still less than the | |||
| more than its market capitalisation. | net assets of the entity. | ||
| Internal triggers include: | • Evaluation of factors related to the discount rate. | ||
• | Evidence of obsolescence or physical damage of the | ||
| CGU’s assets. | |||
• | Significant adverse changes which have changed or | ||
| will change how the CGU’s assets are used. | |||
• | Indications, through review of internal reports, that the | ||
| economic performance of a CGU’s assets are or will be | |||
| worse than expected. | |||
• | Other specific risks within each CGU. | ||
At November 30, 2024, the book equity of the Group was more than its market capitalisation. However, the discount | |||
| rate has decreased from the prior year, no unrecorded | |||
| impairment was noted in the prior year, the expected cash | |||
flows have not deteriorated materially nor had any other external or internal trigger been noted. Therefore, no further testing was required for any of the CGUs. | |||
77Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
Critical accounting judgements and key sources of estimation uncertainty
ccontinued
Critical accounting judgement | Sources of accounting judgement or estimation uncertainty | Effect if actual results differ from assumptions | |
| Investments in joint ventures and associates | |||
| The Consolidated Financial Statements include the Group’s | There are a number of areas where significant judgement | If the judgement applied in determining the accounting | |
| results and all other entities in which the Group has control, | is exercised to establish whether an entity needs to be | treatment of an entity is incorrect or the fact pattern on which | |
| except where control over the operations is limited by | consolidated or reported under the equity method of | it is based changes, such entities may need to be consolidated | |
| significant participating interests held by another investor. | accounting. To establish whether an entity is a consolidated | or accounted for as an investment at cost. For example, it is | |
| The Group has $719.6 million in investments in and advances | subsidiary, a joint venture or an associate, key areas of | possible that an investment is accounted for as a joint venture | |
| to joint ventures and associates. | judgement include: | or associate using the equity method despite having an | |
| Determination of whether an entity is an investment in a joint | • | Qualitative analysis of an entity including review of, among | ownership interest exceeding 50%, where the investor does |
| venture or associate is based on certain relevant activities | other factors, its capital structure, contractual terms, key | not exercise direct or indirect control over the investee. To the | |
| such as the ability to approve the operating and capital | decisions requiring unanimous approval, related party | extent that the Group is deemed to control these entities, the | |
| budgets of an entity and the ability to appoint key | relationships and the design of the entity. | entities would have to be consolidated. This would affect the | |
| management personnel. | • | Rights of partners regarding significant business decisions, | balance sheet, income statement, statement of cash flows and |
| including disposals and acquisitions of assets. | debt covenants. | ||
• | Board and management representation and ability to | See Note 17 for further details. | |
| appoint key management personnel. | |||
• | Potential voting rights. | ||
• | Ability to make financing decisions. | ||
• | Approval of operating and capital budgets and contractual | ||
| rights of other shareholders. | |||
| The exercise of judgement in these areas determines whether | |||
| a particular entity is consolidated as a subsidiary or accounted | |||
| for under the equity method. | |||
78Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
3. Business and Geographic Segment Information
The following tables show the summarised financial information, in US thousand dollars, for each reportable segment:
| Corporate | |||||||
For the year ended and as of November 30, 2024 (in US $ thousands) | Tankers | Terminals | Tank Containers | Stolt Sea Farm | Stolt-Nielsen Gas | and Other | Total |
| Operating revenue | 1,802,914 | 308,048 | 652,121 | 126,789 | – | 753 | 2,890,625 |
Operating expenses | (1,202,411 ) | (110,207 ) | (460,886 ) | (76,401 ) | – | (1,105 ) | (1,851,010 ) |
Depreciation and amortisation | (162,965 ) | (64,456 ) | (57,292 ) | (8,593 ) | – | (5,451 ) | (298,757 ) |
Share of profit (loss) of joint ventures and associates | 50,565 | 29,136 | 2,041 | – | (18,984 ) | – | 62,758 |
Administrative and general expenses | (104,807 ) | (52,721 ) | (79,704 ) | (12,358 ) | (721 ) | (23,776 ) | (274,087 ) |
Operating profit (loss) | 390,082 | 110,354 | 58,988 | 29,179 | (20,492 ) | (29,581 ) | 538,530 |
Finance expense (a) | (68,197 ) | (46,301 ) | (18,871 ) | (4,642 ) | (6,506 ) | 18,339 | (126,178 ) |
Finance income | 76 | 1,335 | 494 | 64 | 1 | 14,288 | 16,258 |
Profit (loss) before income tax | 322,301 | 64,786 | 39,615 | 24,639 | (24,290 ) | 14,064 | 441,115 |
Income tax (expense) benefit | (1,630 ) | (17,114 ) | (29,644 ) | (2,392 ) | – | 4,424 | (46,356 ) |
Net profit (loss) | 320,671 | 47,672 | 9,971 | 22,247 | (24,290 ) | 18,488 | 394,759 |
| Balance Sheet | |||||||
Capital expenditures (b) | 122,296 | 88,693 | 46,271 | 14,542 | – | 10,317 | 282,119 |
Investments in and advances to joint ventures and associates | 294,715 | 315,004 | 27,250 | – | 82,594 | – | 719,563 |
Intangible assets and goodwill | 13,578 | 1,206 | 19,399 | 337 | – | 7,935 | 42,455 |
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, net of grant receipts, drydocking, ship deposits and intangible assets other than goodwill. Capital expenditures do not include capitalised right-of-use assets.
79Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| Corporate | |||||||
For the year ended and as of November 30, 2023 (in US $ thousands) | Tankers | Terminals | Tank Containers | Stolt Sea Farm | Stolt-Nielsen Gas | and Other | Total |
| Operating revenue | 1,709,839 | 299,815 | 699,504 | 110,831 | – | 229 | 2,820,218 |
Operating expenses | (1,125,687 ) | (107,114 ) | (452,399 ) | (67,336 ) | – | 6,743 | (1,745,793 ) |
MSC Flaminia provision | – | – | (155,000 ) | – | – | – | (155,000 ) |
Depreciation and amortisation | (160,410 ) | (64,101 ) | (53,571 ) | (8 ,592 ) | – | (5,647 ) | (292,321 ) |
Share of profit (loss) of joint ventures and associates | 44,214 | 25,922 | 1,989 | – | (9,860 ) | – | 62,265 |
Administrative and general expenses | (99,925 ) | (50,192 ) | (78,646 ) | (11,349 ) | (344 ) | (32,956 ) | (273,412 ) |
Operating profit (loss) | 371,076 | 104,968 | (37,831 ) | 24,352 | (10,396 ) | (32,522 ) | 419,647 |
Finance expense (a) | (60,900 ) | (40,664 ) | (15,886 ) | (3,830 ) | (6,058 ) | 6,982 | (120,356 ) |
Finance income | 393 | 261 | 530 | – | – | 6,558 | 7,742 |
Profit (loss) before income tax | 309,216 | 64,445 | (56,489 ) | 20,054 | (15,085 ) | (12,707 ) | 309,434 |
Income tax (expense) benefit | (3,816 ) | (14,432 ) | 18,089 | (5,065 ) | – | (7,559 ) | (12,783 ) |
Net profit (loss) | 305,400 | 50,013 | (38,400 ) | 14,989 | (15,085 ) | (20,266 ) | 296,651 |
| Balance Sheet | |||||||
Capital expenditures (b) | 102,283 | 76,320 | 68,154 | 17,573 | – | 5,772 | 270,102 |
Investments in and advances to joint ventures and associates | 237,940 | 308,268 | 27,853 | – | 76,102 | – | 650,163 |
Intangible assets and goodwill | 10,489 | 1,584 | 18,730 | 317 | – | 9,163 | 40,283 |
Segment assets | 2,117,714 | 1,387,962 | 666,447 | 153,711 | 133,889 | 524,000 | 4,983,723 |
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. It also includes the Loss on early extinguishment of debt.
b. Capital expenditures include additions to property, plant and equipment, net of grant receipts, drydocking, ship deposits and intangible assets other than goodwill. Capital expenditures do not include capitalised right-of-use assets.
80Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
The following table sets out operating revenue by country for the reportable segments. Operating
revenue for Tankers, Terminals and Tank Containers is allocated on the basis of the country in
which the cargo is loaded. SSF operating revenue is allocated on the basis of the country in which
the sale is generated.
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
| Operating Revenue: | ||
| Tankers: | ||
US | 535,357 | 533,074 |
South America | 88,284 | 94,878 |
The Netherlands | 102,831 | 116,445 |
Belgium | 80,492 | 66,484 |
Other Europe | 73,439 | 92,750 |
South Korea | 99,896 | 63,001 |
Malaysia | 106,240 | 87,340 |
Indonesia | 121,541 | 142,238 |
China | 112,047 | 101,708 |
Other Asia | 112,909 | 71,394 |
Saudi Arabia | 133,766 | 112,654 |
Qatar | 53,743 | 56,025 |
Other Middle East | 85,547 | 91,406 |
Africa | 58,363 | 67,224 |
Other | 38,459 | 13,218 |
1,802,914 | 1,709,839 | |
| Terminals: | ||
US | 177,589 | 176,631 |
Singapore | 44,015 | 42,263 |
Australia and New Zealand | 22,519 | 19,612 |
Brazil | 25,246 | 25,449 |
United Kingdom | 26,065 | 21,314 |
The Netherlands | 12,614 | 14,546 |
308,048 | 299,815 |
| For the years ended November 30 | ||
| (in US $ thousands) | 2024 | 2023 |
| Tank Containers: | ||
US | 118,927 | 135,233 |
South America | 40,732 | 39,891 |
France | 44,533 | 54,044 |
The Netherlands | 34,166 | 43,186 |
Italy | 18,280 | 24,168 |
United Kingdom | 31,129 | 30,369 |
Other Europe | 16,324 | 21,093 |
Singapore | 85,070 | 81,602 |
Japan | 21,033 | 24,521 |
China | 120,330 | 114,302 |
India | 27,791 | 27,043 |
Other Asia | 37,376 | 39,497 |
Middle East | 30,840 | 22,623 |
Other | 25,590 | 41,932 |
652,121 | 699,504 | |
| Stolt Sea Farm: | ||
US | 7,110 | 7,097 |
Spain | 44,922 | 40,420 |
France | 20,903 | 16,798 |
Italy | 17,986 | 17,398 |
Germany | 6,978 | 5,943 |
Other Europe | 28,163 | 22,789 |
Other | 727 | 386 |
126,789 | 110,831 |
There were no customers of Tankers, Terminals, Tank Containers or SSF segments that
accounted for more than 10% of the consolidated operating revenue for the years ended
November 30, 2024 and 2023.
81Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
For the year ended November 30, 2024 (in US $ thousands) | Tankers | Terminals | Tank Containers | Stolt Sea Farm | Other | Total |
| Operating revenue recognised over time: | ||||||
Freight revenue | 1,528,990 | – | 491,711 | – | – | 2,020,701 |
| Storage and throughput revenue | – | 206,604 | – | – | – | 206,604 |
1,528,990 | 206,604 | 491,711 | – | – | 2,227,305 | |
| Operating revenue recognised at a point in time: | ||||||
Demurrage, bunker surcharge and ancillary revenue | 273,924 | – | 160,410 | – | – | 434,334 |
| Turbot and sole | – | – | – | 126,789 | – | 126,789 |
| Railcar revenue | – | 21,800 | – | – | – | 21,800 |
| Utility revenue | – | 32,262 | – | – | – | 32,262 |
| Dock, product handling and other revenue | – | 47,382 | – | – | 753 | 48,135 |
273,924 | 101,444 | 160,410 | 126,789 | 753 | 663,320 | |
1,802,914 | 308,048 | 652,121 | 126,789 | 753 | 2,890,625 |
For the year ended November 30, 2023 (in US $ thousands) | Tankers | Terminals | Tank Containers | Stolt Sea Farm | Other | Total |
| Operating revenue recognised over time: | ||||||
Freight revenue | 1,473,908 | – | 506,264 | – | – | 1,980,172 |
| Storage and throughput revenue | – | 202,310 | – | – | – | 202,310 |
1,473,908 | 202,310 | 506,264 | – | – | 2,182,482 | |
| Operating revenue recognised at a point in time: | ||||||
Demurrage, bunker surcharge and ancillary revenue | 235,931 | – | 193,240 | – | – | 429,171 |
| Turbot and sole | – | – | – | 110,831 | – | 110,831 |
| Railcar revenue | – | 22,480 | – | – | – | 22,480 |
| Utility revenue | – | 30,840 | – | – | – | 30,840 |
| Dock, product handling and other revenue | – | 44,185 | – | – | 229 | 44,414 |
235,931 | 97,505 | 193,240 | 110,831 | 229 | 637,736 | |
1,709,839 | 299,815 | 699,504 | 110,831 | 229 | 2,820,218 |
82Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
| Non-current Assets: | ||
| Terminals: | ||
US | 479,797 | 440,126 |
The Netherlands | 50,662 | 54,772 |
Singapore | 183,677 | 196,458 |
Australia and New Zealand | 139,730 | 145,747 |
United Kingdom | 120,629 | 118,727 |
Brazil | 43,771 | 49,892 |
South Korea | 118,331 | 123,738 |
Belgium | 115,153 | 115,879 |
China | 32,505 | 35,707 |
Taiwan | 29,784 | 24,309 |
Turkey | 9,461 | 1,245 |
| Other | 10,668 | 8,589 |
1,334,168 | 1,315,189 | |
| Stolt Sea Farm: | ||
Spain | 54,181 | 48,847 |
Norway | 753 | 812 |
Portugal | 13,943 | 12,924 |
Iceland | 8,859 | 9,581 |
France | 975 | 1,263 |
78,711 | 73,427 |
The Group has no material operating revenue or non-current assets in Bermuda, its country
of domicile.
83Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Operating revenue from the rendering of services | 2,763,836 | 2,709,387 |
Operating revenue from the sale of goods | 126,789 | 110,831 |
2,890,625 | 2,820,218 |
84Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Bunker fuel costs | 364,197 | 334,802 |
Charter and lease expenses | 353,172 | 303,084 |
Ocean and inland freight charges | 273,553 | 250,153 |
Operating employees’ personnel and benefit expenses | 220,398 | 212,555 |
Port charges | 149,288 | 179,546 |
Maintenance and repairs | 72,617 | 69,678 |
Cleaning costs | 47,643 | 45,409 |
Tank container ancillary billable costs | 40,011 | 46,950 |
Repositioning of tank containers | 33,586 | 38,486 |
Ship supplies and provisions | 32,404 | 33,858 |
Storage and other tank container move-related costs | 26,869 | 29,246 |
Facilities and utilities | 33,035 | 33,069 |
Expenses related to biological assets | 40,015 | 38,245 |
Commissions | 38,258 | 35,339 |
Insurance | 37,746 | 24,384 |
Service element of leases | 24,864 | 19,891 |
Voyage costs | 18,742 | 12,172 |
Barging and trans-shipments | 6,669 | 5,423 |
Owning costs | 9,084 | 7,700 |
Packing expenses | 7,721 | 6,376 |
Regulatory costs | 7,030 | 7,769 |
Rail expenses | 5,643 | 6,106 |
Sublet expenses | 2,530 | 5,487 |
Purchase of biological assets | – | 1,768 |
Biological assets market valuation adjustment | 699 | (3,914 ) |
Other expenses | 5,236 | 2,211 |
Total operating expenses | 1,851,010 | 1,745,793 |
Legal claims provision (see Note 26) | – | 155,000 |
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
| Administrative and general employees’ personnel and benefit | ||
expenses | 210,913 | 213,641 |
Information systems | 19,411 | 16,869 |
Professional fees | 13,019 | 12,281 |
Travel and entertainment expenses | 7,939 | 7,620 |
Office expenses | 6,924 | 7,314 |
Legal fees | 2,993 | 2,455 |
Management fee to joint venture | 1,838 | 2,613 |
Investor relations and publicity | 2,886 | 2,433 |
Communication expenses | 761 | 1,101 |
Office lease expenses | 1,692 | 1,305 |
Board fees and expenses | 1,948 | 1,803 |
Bank non-interest fees | 1,283 | 1,602 |
Other | 2,480 | 2,375 |
Total administrative and general expenses | 274,087 | 273,412 |
85Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| For the years ended November 30 | ||
(in US $ thousands, except employee data) | 2024 | 2023 |
Salaries | 290,654 | 282,808 |
Profit sharing and long-term incentive programmes | 30,736 | 38,845 |
Social security expenses | 24,745 | 23,568 |
Pension expenses for defined contribution plans (Note 25) | 20,246 | 20,990 |
Temporary and contract employees | 15,518 | 14,739 |
Travel of seafarers and relocation | 13,821 | 13,804 |
Medical and life insurance | 14,056 | 12,155 |
Training | 8,499 | 7,733 |
Expatriate expenses | 1,792 | 1,401 |
| Pension expenses for defined benefit plans and post-retirement | ||
benefit plan (Note 25) | 1,067 | 906 |
Other benefits | 10,177 | 9,247 |
Total employee benefit expenses | 431,311 | 426,196 |
| Average number of employees: | ||
Tankers* | 4,752 | 4,632 |
Tank Containers | 823 | 823 |
Terminals | 628 | 627 |
Stolt Sea Farm | 604 | 522 |
Other | 91 | 78 |
Total average number of employees | 6,898 | 6,682 |
6. Auditors’ Remuneration
The analysis of auditors’ remuneration is as follows:
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
| Fees payable to the Group auditors and associates for the audit | ||
| of the Consolidated Financial Statements and subsidiary | ||
statutory audits | 3,089 | 3,006 |
Fees payable to the Group auditors and associates for other services as detailed below | 245 | 296 |
Total fees | 3,334 | 3,302 |
Tax services | 24 | 27 |
Half-year reviews | 120 | 120 |
Other | 101 | 149 |
Total non-audit fees | 245 | 296 |
The audit and non-audit fees relate to PricewaterhouseCoopers LLP and its associate firms.
86Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
7. Gain on Disposal of Assets, net
Gain (loss) on disposal of assets, net, comprised the following:
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Gain on sale of ships | 7,083 | 2,994 |
Gain on sale of tank containers | 1,934 | 923 |
Loss on sale of other assets | (1,532 ) | (311 ) |
7,485 | 3,606 |
During 2024, gain on sale of ships includes $7.1 million on the sale of Stolt Sisto, Stolt Cormorant
and Stolt Facto.
During 2023, gain on sale of ships includes $3.0 million on the sale of Stolt Guillemot.
| | ||
| Finance expense on lease liabilities | ||
Interest on lease liabilities | 14,177 | 11,389 |
| Finance income | ||
Interest from joint ventures | 4,135 | 872 |
Interest on bank deposits | 12,000 | 6,412 |
Other | 123 | 458 |
16,258 | 7,742 |
87Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
9. Income Tax
The following tables present the components of the income tax expense for the years ended
November 30, 2024 and 2023:
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Current income tax expense | 13,715 | 21,152 |
Adjustments in respect of prior years | 13,500 | (4,815 ) |
27,215 | 16,337 | |
Deferred income tax expense (benefit) | 21,130 | (2,287 ) |
Adjustments in respect of prior years | (1,989 ) | (1,267 ) |
19,141 | (3,554 ) | |
Total income tax expense | 46,356 | 12,783 |
The following reconciles the actual income tax expense to income taxes computed at the
Bermuda statutory tax rate of nil:
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Profit before income tax expense | 441,115 | 309,434 |
Tax at the Bermuda statutory tax rate | – | – |
Differences between the Bermuda and other tax rates | 115,615 | 130,673 |
Non-taxable income and disallowed expenses | (83,125 ) | (112,975 ) |
Provision for uncertain tax positions, net of releases | (581 ) | 10,877 |
Changes in the recognition of tax losses | - | (553 ) |
Adjustments in respect of prior years | 11,511 | (3,559 ) |
Other differences, net | 2,936 | (11,680 ) |
Total income tax expense | 46,356 | 12,783 |
The non-taxable income arises because substantially all of the Group’s international tanker
operations are carried out in subsidiaries incorporated in the Netherlands, which imposes income
tax on a fixed profit calculated by reference to the deadweight tonnage of the ships in the fleet
rather than on the operating profits of the business. The Group incurred tonnage tax in the
Netherlands of $0.6 million for both the years ended November 30, 2024 and 2023, which is
included in Other operating expense.
88Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
The following are the major deferred tax (liabilities) assets recognised and the movement thereon:
| Right-of-Use | |||||||
| Accelerated tax | Retirement benefit | Assets/Lease | |||||
| (in US $ thousands) | depreciation | obligations | Tax losses | Liability | Derivatives | Other | Total |
Balance, December 1, 2022 | (88,545 ) | 2,852 | 14,027 | – | (546 ) | (2,532 ) | (74,744 ) |
(Charge) credit to income statement | (1,625 ) | (368 ) | 3,220 | – | – | 2,327 | 3,554 |
(Charge) credit to Other comprehensive income | – | (343 ) | – | – | 1,169 | – | 826 |
Reallocations | 2,384 | (3,278 ) | – | – | – | 492 | (402 ) |
Exchange differences | (465 ) | – | (9 ) | – | (3 ) | (129 ) | (606 ) |
Balance, November 30, 2023 | (88,251 ) | (1,137 ) | 17,238 | – | 620 | 158 | (71,372 ) |
(Charge) credit to income statement | (5,943 ) | 2,532 | (11,234 ) | 288 | – | (4,784 ) | (19,141 ) |
(Charge) credit to Other comprehensive income | – | (489 ) | – | – | 327 | – | (162 ) |
Reallocations | 90 | (1,452 ) | 213 | 116 | – | 110 | (923 ) |
Exchange differences | 322 | – | (16 ) | (11 ) | – | 162 | 457 |
Balance, November 30, 2024 | (93,782 ) | (546 ) | 6,201 | 393 | 947 | (4,354 ) | (91,141 ) |
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Deferred tax liabilities | (109,629 ) | (90,516 ) |
Deferred tax assets | 18,488 | 19,144 |
(91,141 ) | (71,372 ) |
| Less than 12 | More than 12 | ||
| (in US $ thousands) | Months | Months | Total |
Deferred tax liabilities | (9,878 ) | (99,751 ) | (109,629 ) |
| Deferred tax assets | 828 | 17,660 | 18,488 |
(9,050 ) | (82,091 ) | (91,141 ) |
89Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
The Group’s income tax provisions are made in line with Group accounting policy. However,
amounts asserted by tax authorities could be greater or less than the amounts accrued and
reflected in the Group’s consolidated balance sheet. Accordingly, provisions have been made to
reflect uncertainties in tax positions. Provisions made for uncertain tax positions may be revised
in future periods as underlying matters are resolved or as they develop.
During 2021, the Organisation for Economic Co-operation and Development published a
framework for the introduction of a global minimum effective tax rate of 15%, applicable to large
multinational groups (‘Pillar II’). During 2023, several of the territories in which the Group operates,
including the Netherlands and the United Kingdom, introduced legislation giving effect to this
framework which applies to the Group with effect from December 1, 2024. On May 23, 2023, the
IASB issued International Tax Reform – Pillar II Model Rules – Amendments to IAS12 to clarify
the application of IAS12 Income Taxes. This included a mandatory temporary exception to the
accounting for deferred income taxes arising from the implementation of the Pillar II rules
(including Qualifying Domestic Minimum Top-Up Tax) which the Group is applying. The
assessment of the potential exposure to Pillar II income taxes is based on the tax filings, country-
by-country reporting, and financial statements for the constituent entities in the Group. The main
jurisdictions which are expected to result in top-up taxes becoming due include the Netherlands,
and from 2026, Bermuda, although the impact is not expected to be material. The Group will
continue to review guidance which may be released by the OECD and governments implementing
this new tax regime to assess the potential impact.
On December 8, 2023, Bermuda introduced the Corporate Income Tax Act 2023 which effectively
levies a corporate income tax of 15% on Bermuda businesses that are part of Multinational
Enterprise Groups with annual revenue in excess of €750 million. Following detailed analysis,
due to the Group’s ownership structure this legislation does not apply to Stolt-Nielsen Limited or
its Bermudan subsidiaries as the Group is held less than 80% by its immediate Bermudan Parent
entity. However, the Bermudan Parent entity of the Group can make an election to bring in any of
the Group’s Bermudan entities into its Bermudan Constituent Entity Group if this is determined to
be beneficial. No such election has been made to date.
10. Cash and Cash Equivalents
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Cash deposit | 92,073 | 176,780 |
Short-term time deposits | 242,665 | 269,735 |
Cash and cash equivalents | 334,738 | 446,515 |
11. Receivables, Net
90Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Customer trade receivables | 366,523 | 319,826 |
Contract assets | 17,202 | 14,124 |
Receivable from Deltech Corporation (“Deltech”) | – | 13,000 |
Accrued revenue | 10,292 | 7,831 |
Insurance receivable | 1,075 | 1,241 |
Interest | 349 | 536 |
Other | 2,482 | 6,039 |
397,923 | 362,597 | |
| Allowance for impairment on customer trade and accrued | ||
receivables | (21,191 ) | (21,278 ) |
Receivables, net | 376,732 | 341,319 |
2024 | 2023 | |||
| (in US $ thousands) | <1 year | >1 year | <1 year | >1 year |
Balance, December 1 | 14,124 | – | 15,433 | – |
Transfer to trade receivables | (488,633 ) | – | (507,573 ) | – |
| Revenue recognised (current | ||||
| year performance obligations) | 491,711 | – | 506,264 | – |
| Balance, November 30 | 17,202 | – | 14,124 | – |
91Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| November 30, 2024 | ||||
| (in US $ thousands) | Terminals | SSF | Other | Total |
Raw materials | – | 313 | 107 | 420 |
Consumables | 745 | – | 1,653 | 2,398 |
Finished goods | – | 4,477 | – | 4,477 |
745 | 4,790 | 1,760 | 7,295 |
| November 30, 2023 | ||||
| (in US $ thousands) | Terminals | SSF | Other | Total |
Raw materials | – | 261 | 107 | 368 |
Consumables | 576 | – | 1,768 | 2,344 |
Finished goods | – | 5,678 | – | 5,678 |
576 | 5,939 | 1,875 | 8,390 |
| As of November 30 | ||
| (in US $ thousands) | 2024 | 2023 |
Turbot and sole | 52,545 | 54,812 |
(in US $ thousands) | 2024 | 2023 |
Balance at December 1, | 54,812 | 46,181 |
Increases owing to production and purchases | 61,594 | 63,435 |
(Loss) gain from change in fair value | (699 ) | 3,914 |
Effect of changes in foreign currency rates | (1,249 ) | 1,857 |
Decreases owing to mortalities | (1,097 ) | (1,136 ) |
Transfer to inventory | (60,816 ) | (59,439 ) |
Balance at November 30, | 52,545 | 54,812 |
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Total fair value adjustment of turbot and sole recognised in operating expenses | (699 ) | 3,914 |
| As of November 30 | ||
| (in US $ thousands) | 2024 | 2023 |
| Total turbot and sole held at fair value included in the balance | ||
| sheet | 48,442 | 50,751 |
| For the years ended and as of November 30 | ||
(in tonnes) | 2024 | 2023 |
Volume of biomass harvested during the year (live weight) | 8,476 | 8,250 |
Volume of biomass in the water at year end (live weight) | 4,272 | 4,310 |
92Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
| Total turbot and sole held at cost included in the balance | ||
sheet | 4,103 | 4,061 |
13. Prepaid Expenses
(in US $ thousands) | 2024 | 2023 |
Prepaid voyages | 24,103 | 29,066 |
Prepaid bunkers | 39,269 | 43,941 |
Prepaid rent and time-charter hire | 4,583 | 1,704 |
Prepaid value added taxes | 5,479 | 6,806 |
Prepaid insurance | 6,578 | 12,728 |
Prepaid other | 15,210 | 14,482 |
Prepaid expenses | 95,222 | 108,727 |
93Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
(v) Estimated useful lives
The estimated useful lives are as follows:
| Average Years | |
Buildings | 15 to 50 |
| Ships and barges | |
Ships | 25 to 3 3 |
Barges | 25 to 38 |
Tank containers | 10 to 20 |
| Plant and equipment: | |
Terminal tanks and structures | 10 to 4 0 |
Terminal other support equipment and other assets | 10 to 3 0 |
SSF transportation equipment | 4 to 5 |
SSF operating equipment and other assets | 5 to 15 |
Other assets | 3 to 20 |
Leasehold improvements | 5 to 10 |
Average years exclude immaterial assets.
94Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
(vi) Disposals
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income
statement.
The below table shows owned property, plant and equipment.
| Cost | Plant and | Leasehold | Construction | |||||
| (in US $ thousands) | Land | Buildings | Ships and Barges | Tank Containers | Equipment | Improvements | In Progress | Total |
Balance at December 1, 2022 | 55,419 | 141,234 | 3,209,309 | 490,109 | 1,542,580 | 9,554 | 93,225 | 5,541,430 |
Additions | 4,314 | 2,340 | 91,838 | 60,574 | 6,052 | 934 | 96,235 | 262,287 |
Grant receipts | – | (153 ) | – | – | (1,312 ) | – | – | (1,465 ) |
Disposals and retirements | – | (1,360 ) | (33,584 ) | (8,414 ) | (6,814 ) | (71 ) | (253 ) | (50,496 ) |
Net foreign exchange differences | 1,386 | 2,488 | 3,298 | (39 ) | 15,181 | 78 | 1,908 | 24,300 |
Transfers | 3,588 | 788 | 27,885 | – | 46,405 | 22 | (78,688 ) | – |
Reclasses and other | – | (4 ) | (3 ) | – | (21 ) | 26 | 182 | 180 |
Balance at November 30, 2023 | 64,707 | 145,333 | 3,298,743 | 542,230 | 1,602,071 | 10,543 | 112,609 | 5,776,236 |
Additions | 1,063 | 1,472 | 81,595 | 41,189 | 7,966 | 973 | 100,940 | 235,198 |
Grant receipts | – | (258 ) | – | – | (1,063 ) | – | – | (1,321 ) |
Disposals and retirements | – | (1,064 ) | (132,515 ) | (19,502 ) | (11, 274 ) | (2,132 ) | 56 | (166,431 ) |
Net foreign exchange differences | (1,430 ) | (1,117 ) | (2,141 ) | (113 ) | (19,719 ) | (65 ) | (2,937 ) | (27,522 ) |
Transfers | – | 2,695 | – | 372 | 89,932 | 5,786 | (98,785 ) | – |
Reclasses and other | – | (2 ) | (5 ) | – | 372 | 6 | (643 ) | (272 ) |
Balance at November 30, 2024 | 64,340 | 147,059 | 3,245,677 | 564,176 | 1,668,285 | 15,111 | 111,240 | 5,815,888 |
95Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| Accumulated depreciation and impairment | Plant and | Leasehold | Construction | |||||
| (in US $ thousands) | Land | Buildings | Ships and Barges | Tank Containers | Equipment | Improvements | In Progress | Total |
Balance at December 1, 2022 | – | 57,352 | 1,735,047 | 255,886 | 689,560 | 5,656 | – | 2,743,501 |
Depreciation expense | – | 5,332 | 135,957 | 19,429 | 68,486 | 853 | – | 230,057 |
Disposals and retirements | – | (1,342 ) | (32,468 ) | (6,605 ) | (6,263 ) | (70 ) | – | (46,748 ) |
Net foreign exchange differences | – | 681 | 1,681 | (16 ) | 7,363 | 31 | – | 9,740 |
Reclasses and other | – | 34 | 2 | (2 ) | (865 ) | 15 | – | (816 ) |
Balance at November 30, 2023 | – | 62,057 | 1,840,219 | 268,692 | 758,281 | 6,485 | – | 2,935,734 |
Depreciation expense | – | 2,752 | 131,024 | 21,147 | 71,236 | 1,049 | – | 227,208 |
Disposals and retirements | – | (258 ) | (80,434 ) | (14,938 ) | (10,922 ) | (2,132 ) | – | (108,684 ) |
Net foreign exchange differences | – | (257 ) | (1,142 ) | (62 ) | (9,114 ) | (60 ) | – | (10,635 ) |
Reclasses and other | – | 2,352 | (22 ) | (234 ) | (4,873 ) | (2 ) | – | (2,779 ) |
Balance at November 30, 2024 | – | 66,646 | 1,889,645 | 274,605 | 804,608 | 5,340 | – | 3,040,844 |
| Net book value: | ||||||||
At November 30, 2023 | 64,707 | 83,276 | 1,458,524 | 273,538 | 843,790 | 4,058 | 112,609 | 2,840,502 |
At November 30, 2024 | 64,340 | 80,413 | 1,356,032 | 289,571 | 863,677 | 9,771 | 111,240 | 2,775,044 |
96Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
15. Right-of-use Assets and Lease Liabilities
97Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
| Cost | Plant and | |||||
| (in US $ thousands) | Land | Buildings | Ships and Barges | Tank Containers | Equipment | Total |
Balance at December 1, 2022 | 86,718 | 20,014 | 105,268 | 96,109 | 9,597 | 317,706 |
| New leases and other increases | 4,036 | 5,428 | 19,283 | 39,983 | 1,526 | 70,256 |
| Retirements and other decreases | (987 ) | (5,027 ) | (10,932 ) | (14,123 ) | (1,145 ) | (32,214 ) |
| Net foreign exchange differences | (199 ) | 408 | 1,098 | (27 ) | 255 | 1,535 |
Balance at November 30, 2023 | 89,568 | 20,823 | 114,717 | 121,942 | 10,233 | 357,283 |
New leases and other increases | 2,511 | 10,628 | 147,736 | 39,983 | 2,507 | 203,365 |
Retirements and other decreases | (1,123 ) | (7,542 ) | (24,089 ) | (48,441 ) | (3,103 ) | (84,298 ) |
Net foreign exchange differences | (1,412 ) | 807 | (813 ) | 6 | (496 ) | (1,908 ) |
Balance at November 30, 2024 | 89,544 | 24,716 | 237,551 | 113,490 | 9,141 | 474,442 |
| Accumulated depreciation | Plant and | |||||
| (in US $ thousands) | Land | Buildings | Ships and Barges | Tank Containers | Equipment | Total |
Balance at December 1, 2022 | 7,747 | 9,071 | 45,185 | 35,621 | 3,644 | 101,268 |
| Depreciation expense | 3,281 | 4,118 | 22,245 | 26,877 | 1,265 | 57,786 |
| Retirements and other decreases | (181 ) | (4,366 ) | (10,432 ) | (14,887 ) | (849 ) | (30,715 ) |
| Net foreign exchange differences | 96 | 201 | 231 | (26 ) | 66 | 568 |
| Reclasses and other | (161 ) | (343 ) | – | 101 | 508 | 105 |
Balance at November 30, 2023 | 10,782 | 8,681 | 57,229 | 47,686 | 4,634 | 129,012 |
Depreciation expense | 3,738 | 3,973 | 28,650 | 29,047 | 1,879 | 67,287 |
Retirements and other decreases | (844 ) | (6,157 ) | (21,562 ) | (21,537 ) | (2,630 ) | (52,730 ) |
Net foreign exchange differences | (148 ) | 27 | (457 ) | 12 | (267 ) | (833 ) |
Reclasses and other | (69 ) | 172 | – | – | 111 | 214 |
Balance at November 30, 2024 | 13,459 | 6,696 | 63,860 | 55,208 | 3,727 | 142,950 |
| Net book value: | ||||||
At November 30, 2023 | 78,786 | 12,142 | 57,488 | 74,256 | 5,599 | 228,271 |
At November 30, 2024 | 76,085 | 18,020 | 173,691 | 58,282 | 5,414 | 331,492 |
98Stolt-Nielsen Limited | Annual Report 2024
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Notes to the Financial Statements continued
Lease Liabilities
| As of November 30 | ||
| (in US $ thousands) | 2024 | 2023 |
| Contractual undiscounted cash flows: | ||
| Less than: | ||
1 year | 75,848 | 66,440 |
2 years | 60,564 | 50,304 |
3 years | 49,064 | 33,017 |
4 years | 39,295 | 25,079 |
5 years | 30,623 | 16,632 |
Thereafter | 223,903 | 152,668 |
Total undiscounted cash flows | 479,297 | 344,140 |
| Total lease liabilities (discounted based on the Group’s | ||
incremental borrowing rate) | 344,011 | 238,207 |
Less current maturities | (58,581 ) | (55,456 ) |
Non-current | 285,430 | 182,751 |
See Note 8, Finance expenses and income, for interest expense from lease liabilities. Lease
interest payments were $14.2 million and $11.4 million for the years ended November 30, 2024
and 2023, respectively. Total lease payments, including principal and interest, were $78.3 million
and $65.9m million for the years ended November 30, 2024 and 2023, respectively.
Operating Leases
Minimum future lease commitments, under agreements which expire at various dates through
2028, are as follows:
| (in US $ thousands) | 2024 | 2023 |
| Less than: | ||
1 year | 2,939 | 3,801 |
| 2 years | 566 | 443 |
| 3 years | 410 | 283 |
| 4 years | 282 | 139 |
| 5 years | 88 | 30 |
4,285 | 4,696 |
The commitments for the year ended November 30, 2024 related to leases which are short-term
(less than one year) or low-value (less than $5,000) and consist of tank containers, ships, barges,
offices, automobiles and equipment leases.
Rental and charter hire expenses under operating lease agreements for the years ended
November 30, 2024 and 2023 were $34.7 million and $35.3 million, respectively. There was no
sub-lease income in either year.
Variable lease consideration related to charter hire expenses to participants in the Joint Service
was included in Charter and lease expenses. It was $318.8 million and $264.1 million, respectively,
for the years ended November 30, 2024 and 2023.
There were no non-cancellable sub-leases during the years ended November 30, 2024 and 2023.
16. Intangible Assets and Goodwill
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| Customer | ||||||
| Relations/ | Computer | |||||
(in US $ thousands) | Goodwill | Trademark | Contracts | Software | Other | Total |
| Cost: | ||||||
Balance, December 1, 2022 | 32,546 | 1,357 | 7,111 | 54,817 | 753 | 96,584 |
Additions | – | – | – | 7,892 | 135 | 8,027 |
Disposals and retirements | – | – | – | (851 ) | – | (851 ) |
Net foreign exchange differences | 755 | – | – | 1,375 | 383 | 2,513 |
Balance, November 30, 2023 | 33,301 | 1,357 | 7,111 | 63,233 | 1,271 | 106,273 |
Additions | – | – | – | 8,219 | 61 | 8,280 |
Disposals and retirements | – | (1,357 ) | (7,111 ) | (329 ) | (8,797 ) | |
Net foreign exchange differences | 57 | – | – | (2,767 ) | 59 | (2,651 ) |
Reclasses and other | – | – | – | 114 | 114 | |
Balance, November 30, 2024 | 33,358 | – | – | 68,356 | 1,505 | 103,219 |
| Accumulated amortisation: | ||||||
Balance, December 1, 2022 | 12,394 | 1,357 | 7,111 | 39,287 | 556 | 60,705 |
Amortisation charge for the year | – | – | – | 4,367 | 111 | 4,478 |
Disposals and retirements | – | – | – | (851 ) | – | (851 ) |
Net foreign exchange differences | – | – | – | 1,275 | 371 | 1,646 |
Reclasses and other | – | – | – | (1 ) | 13 | 12 |
Balance, November 30, 2023 | 12,394 | 1,357 | 7,111 | 44,077 | 1,051 | 65,990 |
Amortisation charge for the year | – | – | – | 4,341 | – | 4,341 |
Disposals and retirements | – | (1,357 ) | (7,111 ) | (146 ) | – | (8,614 ) |
Net foreign exchange differences | – | – | – | (1,076 ) | 64 | (1,012 ) |
Reclasses and other | – | – | – | (32 ) | 91 | 59 |
Balance, November 30, 2024 | 12,394 | – | – | 47,164 | 1,206 | 60,764 |
| Net book value: | ||||||
At November 30, 2023 | 20,907 | – | – | 19,156 | 220 | 40,283 |
At November 30, 2024 | 20,964 | – | – | 21,192 | 299 | 42,455 |
100Stolt-Nielsen Limited | Annual Report 2024
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Notes to the Financial Statements continued
17. Investments in and Advances to Joint Ventures and
Associates
Accounting policy
101Stolt-Nielsen Limited | Annual Report 2024
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Notes to the Financial Statements continued
| 2024 | 2024 | As of November 30 | |||
(in US $ thousands) | Location 1 | % Shares | % Voting Rights | 2024 | 2023 |
| Joint Ventures: | |||||
| Tankers’ material joint ventures: | |||||
| NYK Stolt Tankers S.A. | Panama | 50 | 50 | 111,425 | 54,969 |
| NYK Stolt Shipholding Pte. Ltd. | Singapore | 50 | 50 | 75,657 | 66,576 |
| Shanghai SC-Stolt Shipping Ltd | China | 49 | 50 | 39,534 | 38,707 |
Hassel Shipping 4 AS Tankers’ non-material joint ventures: | Norway | 50 | 50 | 65,343 | 66,500 |
| Stolt NYK Asia Pacific Services Inc. | Liberia | 50 | 50 | 905 | 2,689 |
| SIA LAPA, Ltd | Latvia | 70 | 50 | 1,656 | 2,418 |
| Shanghai New Xing Yang Marine Services Co. Ltd | China | 40 | 40 | – | – |
294,520 | 231,859 | ||||
| Terminals’ material joint ventures: | |||||
| Advario Stolthaven Antwerp, NV | Belgium | 50 | 50 | 115,153 | 115,879 |
| Jeong-IL Stolthaven Ulsan Co. Ltd | South Korea | 50 | 50 | 118,331 | 123,738 |
| Tianjin Lingang Stolthaven Terminal Co. | China | 65 | 50 | 21,607 | 24,564 |
| Tianjin Lingang Stolthaven Jetty Company | China | 40 | 50 | 10,898 | 11,144 |
| Terminals’ non-material joint ventures: | |||||
| Stolthaven Revivegen Kaohsiung Co., Ltd | Taiwan | 49 | 50 | 29,784 | 24,309 |
| Ceyhan Terminal Himzetleri Anonim Sirketu | Turkey | 33 | 50 | 9,461 | – |
| Stolthaven (Westport) Sdn. Bhd. | Malaysia | 49 | 50 | 9,122 | 6,715 |
314,356 | 306,349 | ||||
| Tank Containers’ non-material joint ventures: | |||||
| Hyop Woon Stolt Transportation Services Co. Ltd | South Korea | 50 | 50 | 3,850 | 3,808 |
| Kanoo Tank Services Ltd. | Saudi Arabia | 60 | 60 | 16,352 | 16,883 |
| Vado Tank Cleaning SRL | Italy | 50 | 50 | 1,716 | 1,549 |
| Laem Chabang Tank Service Co. Ltd. | Thailand | 49 | 49 | 1,070 | 1,653 |
| FSTS CO., Ltd | Thailand | 49 | 49 | 1,056 | 1,144 |
| Joint Tank Services FZCO | United Arab Emirates | 40 | 40 | 1,494 | 1,229 |
25,538 | 26,266 | ||||
| Stolt-Nielsen Gas’ material joint venture: | |||||
| Avenir LNG Limited | Bermuda | 47 | 47 | 70,482 | 76,102 |
| Stolt-Nielsen Gas’ non-material joint venture: | |||||
| Higas Holdings Limited | Italy | 50 | 50 | 12,112 | – |
82,594 | 76,102 | ||||
| Subtotal | 717,008 | 640,576 |
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Notes to the Financial Statements continued
| 2024 | 2024 | As of November 30 | |||
(in US $ thousands) | Location 1 | % Shares | % Voting Rights | 2024 | 2023 |
| Non-material associates: | |||||
Brovig SS II Indre Selskap | Norway | 50 | 50 | 31 | 5,917 |
Essberger & Stolt Tankers GMbH & Co KG | Germany | 28 | 28 | 164 | 164 |
N.C. Stolt Transportation Services Co. Ltd | Japan | 50 | 50 | 1,226 | 1,159 |
Norterminal A.S. | Norway | 25 | 25 | 648 | 674 |
N.C. Stolt Chuyko Transportation Services Co. Ltd | Japan | 35 | 35 | 486 | 428 |
Other | – | 1,245 | |||
Subtotal | 2,555 | 9,587 | |||
719,563 | 650,163 |
1. Represents the country of incorporation which is the principal place of business, except for NYK Stolt Tankers S.A., Stolt NYK Asia Pacific Services Inc., NYK Stolt Shipholding Pte. Ltd., Hassel Shipping 4 AS, Essberger & Stolt Tankers GMbH & Co KG, Brovig SS II Indre Selskap and
Avenir LNG Limited which operate on a worldwide or regional basis.
(in US $ thousands) | Joint Ventures | Associates | Total |
Balance, December 1, 2022 | 613,988 | 8,956 | 622,944 |
Share of profit of joint ventures and associates | 61,693 | 572 | 62,265 |
Dividends | (64,467 ) | (365 ) | (64,832 ) |
Net foreign exchange differences | 4,131 | (192 ) | 3,939 |
Net gain on cash flow hedges held by joint ventures | 1,068 | – | 1,068 |
Repayment of advances to joint ventures, net | (14,595 ) | – | (14,595 ) |
Net actuarial gain on pension schemes held by joint venture | 524 | – | 524 |
Investment in joint venture and associate | 38,557 | 618 | 39,175 |
Other | (323 ) | (2 ) | (325 ) |
Balance, November 30, 2023 | 640,576 | 9,587 | 650,163 |
Share of profit of joint ventures and associates | 62,646 | 112 | 62,758 |
Dividends | (48,288 ) | (5,520 ) | (53,808 ) |
Net foreign exchange differences | (12,193 ) | (30 ) | (12,223 ) |
Net loss on cash flow hedges held by joint ventures | (2,273 ) | – | (2,273 ) |
Advances to joint ventures, net of repayments | 59,108 | – | 59,108 |
Net actuarial gain on pension schemes held by joint venture | 531 | – | 531 |
Investment in joint venture and associate | 14,520 | – | 14,520 |
Transfer | 1,245 | (1,245 ) | – |
Other | 1,136 | (349 ) | 787 |
Balance, November 30, 2024 | 717,008 | 2,555 | 719,563 |
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Notes to the Financial Statements continued
| NYK Stolt | NYK Stolt | Shanghai SC-Stolt | Hassel Shipping | |||||
| Tankers S.A. | Shipholding Pte. Ltd. | Shipping Ltd | 4 AS | |||||
| (in US $ thousands) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Selected Balance Sheet Information | ||||||||
Cash and cash equivalents | 41,282 | 14,582 | 26,754 | 2,877 | 24,814 | 25,781 | 18,813 | 14,249 |
| Current assets, other than cash | 15,009 | 19,050 | 8,135 | 12,312 | 5,389 | 7,355 | 8,471 | 25,725 |
| Current assets | 56,291 | 33,632 | 34,889 | 15,189 | 30,203 | 33,136 | 27,284 | 39,974 |
Non-current assets | 294,460 | 217,721 | 154,777 | 162,636 | 55,363 | 49,956 | 282,165 | 284,566 |
| Total Assets | 350,751 | 251,353 | 189,666 | 177,825 | 85,566 | 83,092 | 309,449 | 324,540 |
Financial liabilities, other than accounts payable | 13,692 | 13,405 | 4,498 | 5,410 | – | – | 15,130 | 14,384 |
| Other current liabilities | 8,091 | 5,411 | – | – | 4,140 | 4,098 | – | – |
| Current liabilities | 21,783 | 18,816 | 4,498 | 5,410 | 4,140 | 4,098 | 15,130 | 14,384 |
Financial liabilities | 190,693 | 122,599 | 33,854 | 39,264 | 745 | – | 170,762 | 184,613 |
| Total non-current liabilities | 190,693 | 122,599 | 33,854 | 39,264 | 745 | – | 170,762 | 184,613 |
Net Assets | 138,275 | 109,938 | 151,314 | 133,151 | 80,681 | 78,994 | 123,557 | 125,543 |
| Selected Income Statement Information | ||||||||
| Operating revenue | 105,068 | 95,961 | 63,455 | 52,825 | 34,896 | 41,949 | 108,425 | 100,709 |
| Depreciation and amortisation | 15,052 | 15,506 | 12,006 | 12,536 | 6,025 | 4,392 | 13,106 | 13,628 |
| Finance income | – | – | 486 | 271 | – | – | 1,081 | 1,176 |
| Finance expense | 8,641 | 9,821 | 2,019 | 2,347 | – | – | 11,816 | 12,444 |
| Profit before taxes | 35,184 | 28,468 | 18,655 | 8,384 | 1,801 | 7,081 | 44,217 | 37,709 |
| Income tax expense | – | – | – | – | 329 | (1,930 ) | – | – |
| Net profit | 35,184 | 28,468 | 18,655 | 8,384 | 2,130 | 5,151 | 44,217 | 37,709 |
Other comprehensive (loss) income | (847 ) | 791 | (493 ) | (87 ) | (444 ) | (623 ) | (3,204 ) | 1,389 |
| Total comprehensive income | 34,337 | 29,259 | 18,162 | 8,297 | 1,686 | 4,528 | 41,013 | 39,098 |
Dividends received by Group | 3,000 | – | – | – | – | – | 21,500 | 20,000 |
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| Tianjin Lingang Stolthaven | Tianjin Lingang Stolthaven | ||||||||||
Advario Stolthaven Antwerp, NV | Jeong-IL Stolthaven Ulsan Co. Ltd | Terminal Co. | Jetty Company | ||||||||
(in US $ thousands) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||
| Selected Balance Sheet Information | |||||||||||
Cash and cash equivalents | 2,800 | 4,041 | 12 | 13 | 3,084 | 3,595 | 4,735 | 2,522 | |||
| Current assets, other than cash | 26,300 | 26,497 | 22,698 | 26,085 | 1,127 | 1,012 | 3,956 | 3,988 | |||
| Current assets | 29,100 | 30,538 | 22,710 | 26,098 | 4,211 | 4,607 | 8,691 | 6,510 | |||
Non-current assets | 316,542 | 329,763 | 337,249 | 369,439 | 32,550 | 34,365 | 21,239 | 22,692 | |||
| Total Assets | 345,642 | 360,301 | 359,959 | 395,537 | 36,761 | 38,972 | 29,930 | 29,202 | |||
Financial liabilities, other than accounts payable | 22,306 | 31,488 | 62,654 | 71,070 | 1,381 | 1,401 | – | – | |||
| Other current liabilities | 18,581 | 13,593 | 10,103 | 11,215 | 2,117 | 2,140 | 2,202 | 1,028 | |||
| Current liabilities | 40,887 | 45,081 | 72,757 | 82,285 | 3,498 | 3,541 | 2,202 | 1,028 | |||
Financial liabilities | 69,177 | 78,136 | 57,743 | 74,352 | 128 | 4,777 | – | – | |||
| Non-current liabilities | 42,780 | 43,977 | 787 | – | – | – | – | – | |||
| Total non-current liabilities | 111,957 | 122,113 | 58,530 | 74,352 | 128 | 4,777 | – | – | |||
Net Assets | 192,798 | 193,107 | 228,672 | 238,900 | 33,135 | 30,654 | 27,728 | 28,174 | |||
| Selected Income Statement Information | |||||||||||
| Operating revenue | 110,719 | 107,970 | 95,086 | 96,325 | 12,109 | 11,144 | 7,235 | 7,080 | |||
| Depreciation and amortisation | 32,611 | 32,117 | 12,298 | 12,531 | 2,363 | 2,775 | 1,269 | 1,310 | |||
| Finance income | – | – | – | – | – | – | 17 | 26 | |||
| Finance expense | 2,972 | 3,158 | 4,019 | 4,959 | 122 | 614 | 173 | – | |||
| Profit before taxes | 20,593 | 18,914 | 37,508 | 35,694 | 3,683 | 2,489 | 2,746 | 2,593 | |||
| Income tax expense | (5,547 ) | (4,798 ) | (8,147 ) | (7,608 ) | (728 ) | 1 | (693 ) | (653 ) | |||
| Net profit | 15,046 | 14,116 | 29,361 | 28,086 | 2,955 | 2,490 | 2,053 | 1,940 | |||
Other comprehensive (loss) income | (5,531 ) | 8,825 | (16,639 ) | (44 ) | (472 ) | (217 ) | (428 ) | (245 ) | |||
| Total comprehensive income | 9,515 | 22,941 | 12,722 | 28,042 | 2,483 | 2,273 | 1,625 | 1,695 | |||
Dividends received by Group | 4,912 | 2,200 | 11,475 | 7,706 | – | – | 829 | 1,453 |
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| NYK Stolt | NYK Stolt | Hassel | |||||||
| Tankers S.A. | Shipholding Pte. Ltd. | Shanghai SC-Stolt Shipping Ltd | Shipping 4 AS | ||||||
(in US $ thousands) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Net Assets: | |||||||||
Balance, December 1 | 109,938 | 70,679 | 133,151 | 82,855 | 78,994 | 73,771 | 125,543 | 126,445 | |
| Profit for the year | 35,184 | 28,468 | 18,655 | 8,384 | 2,130 | 5,151 | 44,217 | 37,709 | |
| Capital contribution | – | 10,000 | – | 42,000 | – | – | – | – | |
| Dividends | (6,000 ) | – | – | – | – | – | (43,000 ) | (40,000 ) | |
| Other comprehensive (loss) income | (847 ) | 791 | (493 ) | (87 ) | (444 ) | (623 ) | (3,204 ) | 1,389 | |
| Other | – | – | 1 | (1 ) | 1 | 695 | 1 | – | |
| Balance, November 30 | 138,275 | 109,938 | 151,314 | 133,151 | 80,681 | 78,994 | 123,557 | 125,543 | |
Percentage owned | 50% | 50% | 50% | 50% | 49% | 49% | 50% | 50% | |
| Interest in joint venture | 69,138 | 54,969 | 75,657 | 66,576 | 39,534 | 38,707 | 61,779 | 62,772 | |
Purchase adjustment to property | – | – | – | – | – | – | 3,525 | 3,727 | |
| Advances | 42,287 | – | – | – | – | – | – | – | |
| Other | – | – | – | – | – | – | 39 | 1 | |
| Investment in and advances to joint ventures | 111,425 | 54,969 | 75,657 | 66,576 | 39,534 | 38,707 | 65,343 | 66,500 |
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| Tianjin Lingang Stolthaven | Tianjin Lingang Stolthaven | |||||||
Advario Stolthaven Antwerp, NV | Jeong-IL Stolthaven Ulsan Co. Ltd | Terminal Co. | Jetty Company | |||||
(in US $ thousands) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Net Assets: | ||||||||
Balance, December 1 | 193,107 | 174,566 | 238,900 | 226,284 | 30,654 | 28,380 | 28,174 | 30,113 |
| Profit for the year | 15,046 | 14,116 | 29,361 | 28,086 | 2,955 | 2,490 | 2,053 | 1,940 |
| Dividends | (9,824 ) | (4,400 ) | (22,950 ) | (15,413 ) | – | – | (2,071 ) | (3,632 ) |
| Other comprehensive (loss) income | (5,531 ) | 8,825 | (16,639 ) | (44 ) | (472 ) | (217 ) | (428 ) | (245 ) |
| Other | – | – | – | (13 ) | (2 ) | 1 | – | (2 ) |
| Balance, November 30 | 192,798 | 193,107 | 228,672 | 238,900 | 33,135 | 30,654 | 27,728 | 28,174 |
Percentage owned | 50% | 50% | 50% | 50% | 65% | 65% | 40% | 40% |
| Interest in joint venture | 96,399 | 96,553 | 114,336 | 119,450 | 21,538 | 19,925 | 11,091 | 11,270 |
Advances | – | – | – | – | – | 4,639 | – | – |
| Purchase adjustment to property | 2,690 | 3,083 | – | – | – | – | – | – |
| Goodwill | 14,253 | 14,672 | 3,995 | 4,288 | – | – | – | – |
| Other | 1,811 | 1,571 | – | – | 69 | – | (193 ) | (126 ) |
| Investment in and advances to joint ventures | 115,153 | 115,879 | 118,331 | 123,738 | 21,607 | 24,564 | 10,898 | 11,144 |
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Notes to the Financial Statements continued
Summarised financial information for non-material joint ventures and associates
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
| Joint Ventures | ||
Profit before taxes | 16,186 | 11,985 |
Income tax expense | 3,151 | 1,855 |
Net profit | 13,035 | 10,130 |
Other comprehensive loss | (213 ) | (946 ) |
Total comprehensive income | 12,822 | 9,184 |
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
| Associates | ||
Profit before taxes | 281 | 414 |
Income tax expense (benefit) | 150 | (154 ) |
Net profit | 131 | 568 |
Other comprehensive loss | – | (1,293 ) |
Total comprehensive income | 131 | (725 ) |
| (in US $ thousands) | |
Cash | 3,484 |
Accounts receivable | 2,714 |
Receivable from Avenir | 2,000 |
Inventory | 824 |
Prepayment | 103 |
Property, plant and equipment | 34,568 |
Shareholder loan to the Group, Hoegh Evi Ltd and Golar LNG Limited | (24,679 ) |
Accounts payable | (479 ) |
Accrued expenses | (2,071 ) |
Lease liability | (672 ) |
Net assets of Higas | 15,792 |
Percentage purchased by the Group | 50% |
Investment in Higas | 7,896 |
Advance to Higas | 10,500 |
Total Consideration | 18,396 |
Loan receivable impairment | (5,000 ) |
Investment and advances in Higas | 13,396 |
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18. Investments in Equity and Debt Instruments
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As of November 30, | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
(in US $ thousands, except for per share amounts) | Golar LNG Limited | GBL | CoolCo | ||||
Number of equity shares | 2,673 | 2,673 | 6,111 | 6,111 | – | – | |
Percentage of shareholding as of November 30 | 2.5% | 2.5% | 8.5% | 9.4% | – | – | |
| Share price as of November 30 | 39.37 | 21.53 | 1.63 | 2.04 | – | – | |
| Dividends received | 2,712 | 1,336 | – | – | – | – | |
| Gain (loss) on FVTOCI | 47,521 | (9,301 ) | (2,441 ) | 1,266 | – | (261 ) | |
| Cumulative (loss) gain on FVTOCI | (1,159 ) | (48,680 ) | 4,795 | 7,236 | – | – | |
| Value of investment | 105,224 | 57,703 | 9,980 | 12,478 | – | – |
As of November 30, | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
(in US $ thousands, except for per share amounts) | Kingfish | Odfjell SE | Total | |||
Number of equity shares | 9,238 | 9,238 | 8,239 | 5,014 | ||
Percentage of shareholding as of November 30 | 8.3% | 8.3% | 13.6% | 8.3% | ||
| Share price as of November 30 | 0.61 | 0.78 | 9.93 | 10.55 | ||
| Dividends received | – | – | 13,400 | 6,323 | 16,112 | 7,659 |
| (Loss) gain on FVTOCI | (1,545 ) | (3,167 ) | (3,080 ) | 9,868 | 40,455 | (1,595 ) |
| Cumulative (loss) gain on FVTOCI | (1,774 ) | (229 ) | 29,098 | 32,178 | 30,960 | (9,495 ) |
| Convertible loan | 2,652 | 2,652 | – | – | 2,652 | 2,652 |
| Value of investment | 8,269 | 9,813 | 81,801 | 52,870 | 205,274 | 132,864 |
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Notes to the Financial Statements continued
19. Long-term Insurance Claims Receivable
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Trade payables | 87,206 | 106,787 |
Withholding and value added tax | 8,005 | 7,553 |
Insurance premiums payable | 1,028 | 46 |
Other | 86 | 309 |
96,325 | 114,695 |
Contract liabilities
2024 | 2023 | |||
| (in US $ thousands) | <1 year | >1 year | <1 year | >1 year |
Balance, December 1 | 47,050 | – | 41,707 | – |
| Revenue recognised | ||||
| (from opening balance) | (47,050 ) | – | (41,707 ) | – |
| Revenue recognised | ||||
| (current year) | (1,481,940 ) | – | (1,432,201 ) | – |
| Cash received in advance | ||||
of completion of the performance obligation | 1,522,183 | – | 1,479,251 | – |
| Balance, November 30 | 40,243 | – | 47,050 | – |
Contract liabilities are typically recognised as operating revenue within 45 days of the completion
of the performance obligation so all contract liabilities are current liabilities. Contract liabilities are
included in Accrued voyage expenses and unearned revenue.
Accrued expenses and deferred revenue
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Accrued employee expenses | 85,008 | 80,543 |
Accrued transportation expenses | 45,292 | 40,508 |
Accrued VAT expenses | 40,000 | – |
Accrued consumables | 17,718 | 10,282 |
Accrued other expenses | 72,572 | 84,576 |
Deferred revenue | 21,568 | 19,135 |
282,158 | 235,044 |
112Stolt-Nielsen Limited | Annual Report 2024
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Notes to the Financial Statements continued
Risk | Exposure arising from | Measurement | Management |
| Market risk – | Future commercial transactions | Cash flow forecasting | Forward foreign exchange contracts and cross-currency interest rate swaps |
| foreign exchange | Recognised financial assets and liabilities not | Sensitivity analysis | |
| denominated in US dollars | |||
| Market risk – | Long-term borrowings at variable rates | Sensitivity analysis | Cross-currency interest rate swaps, interest rate swaps |
| interest rate | |||
| Market risk – | Changes in fuel prices | Cash flow forecasting | Bunker surcharge clauses and bunker swaps |
| commodity price | Sensitivity analysis | ||
| Credit risk | Cash and cash equivalents, trade receivables, | Ageing analysis | Diversification of bank deposits, credit limits and letters of credit |
| derivative financial instruments, available-for-sale debt | Credit ratings | Investment guidelines for available-for-sale and held-to-maturity investments | |
| instruments and held-to-maturity investments | |||
| Liquidity risk | Borrowings and other liabilities | Rolling cash flow forecasts | Availability of committed credit lines and borrowing facilities |
113Stolt-Nielsen Limited | Annual Report 2024
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| As of November 30, 2024 | ||
(in US $ thousands) | Not Impaired | Impaired |
Current | 216,899 | 127 |
Up to 30 days past due | 60,917 | 709 |
31 to 60 days past due | 22,763 | 494 |
61 to 90 days past due | 13,106 | 323 |
| Greater than 91 days past due | 31,647 | 19,538 |
345,332 | 21,191 |
| As of November 30, 2023 | ||
(in US $ thousands) | Not Impaired | Impaired |
Current | 176,400 | 429 |
Up to 30 days past due | 62,642 | 438 |
31 to 60 days past due | 18,195 | 327 |
61 to 90 days past due | 12,262 | 347 |
Greater than 91 days past due | 29,049 | 19,737 |
298,548 | 21,278 |
| As of November 30 | ||
| (in US $ thousands) | 2024 | 2023 |
| Allowance for impairment on customer trade and accrued | ||
| receivables, brought forward | 21,278 | 21,618 |
Impairment recognised, net | 3,112 | 1,861 |
| Accounts written off | (3,199 ) | (2,201 ) |
| Balance at the end of the year | 21,191 | 21,278 |
114Stolt-Nielsen Limited | Annual Report 2024
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22. Financial Instruments
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November 30, 2024 | November 30, 2023 | |||||||
| Total carrying | Total carrying | |||||||
(in US $ thousands) | Current | Non-current | value | Fair value | Current | Non-current | value | Fair value |
| Derivative Financial Instruments at Fair Value | ||||||||
A ssets | ||||||||
| Foreign currency exchange contracts – cash flow hedges | 3,142 | – | 3,142 | 3,142 | 794 | – | 794 | 794 |
| Interest rate swaps – cash flow hedges | 3,283 | 2,337 | 5,620 | 5,620 | 5,256 | 4,788 | 10,044 | 10,044 |
| Cross-currency interest rate swaps – cash flow hedges | 189 | – | 189 | 189 | 46 | – | 46 | 46 |
| Carbon emission forward contracts – cash flow hedges | 400 | – | 400 | 400 | – | – | – | – |
7,014 | 2,337 | 9,351 | 9,351 | 6,096 | 4,788 | 10,884 | 10,884 | |
| Liabilities | ||||||||
Cross-currency interest rate swaps – cash flow hedges | 776 | 7,860 | 8,636 | 8,636 | 11,470 | 3,780 | 15,250 | 15,250 |
| Foreign currency exchange contracts – cash flow hedges | 5,720 | – | 5,720 | 5,720 | 470 | – | 470 | 470 |
| Interest rate swaps – cash flow hedges | 846 | 4,811 | 5,657 | 5,657 | – | 3,876 | 3,876 | 3,876 |
7,342 | 12,671 | 20,013 | 20,013 | 11,940 | 7,656 | 19,596 | 19,596 |
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| As of November 30 | ||
| (in US $ thousands) | 2024 | 2023 |
Interest rate derivatives | (999 ) | 5,093 |
Cross-currency interest rate swaps | (4,104 ) | (1,537 ) |
| Foreign exchange and interest rate hedges held by joint | ||
| ventures | 2,612 | 5,486 |
| Deferred income tax gain on the interest rate derivatives | 1,367 | 645 |
(1,124 ) | 9,687 |
| Purchase | ||
(in local currency, thousands) | 2024 | 2023 |
Euro | 69,000 | 43,000 |
Singapore dollar | 20,000 | 14,000 |
Norwegian krone | 327,000 | – |
British pound | 18,000 | 14,000 |
119Stolt-Nielsen Limited | Annual Report 2024
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| For the year ended November 30, 2024 | Less than | More than | |||
| (in US $ thousands) | 1 yr | 2-3 yrs | 4-5 yrs | 5 yrs | Total |
| Contractual obligations: | |||||
Accounts payable, excluding withholding and value added taxes | 88,320 | – | – | – | 88,320 |
Accrued expenses and dividend payable | 419,992 | – | – | – | 419,992 |
Long-term lease liabilities, including current maturities | 58,581 | 83,169 | 51,368 | 150,893 | 344,011 |
Interest on long-term lease liabilities | 17,267 | 26,459 | 18,551 | 73,010 | 135,287 |
Long-term debt, including current maturities | 200,446 | 506,426 | 605,365 | 548,260 | 1,860,497 |
Interest on long-term debt | 103,040 | 170,949 | 114,561 | 93,865 | 482,415 |
Derivative financial liabilities | 1,616 | 6,688 | 5,489 | 447 | 14,240 |
Other current liabilities | 56,031 | – | – | – | 56,031 |
Total contractual obligations | 945,293 | 793,691 | 795,334 | 866,475 | 3,400,793 |
| For the year ended November 30, 2023 | Less than | More than | |||
| (in US $ thousands) | 1 yr | 2-3 yrs | 4-5 yrs | 5 yrs | Total |
| Contractual obligations: | |||||
Accounts payable, excluding withholding and value added taxes | 107,142 | – | – | – | 107,142 |
Accrued expenses and dividend payable | 365,449 | – | – | – | 365,449 |
Long-term lease liabilities, including current maturities | 55,456 | 68,490 | 31,978 | 82,283 | 238,207 |
Interest on long-term lease liabilities | 10,958 | 14,857 | 9,733 | 70,385 | 105,933 |
Long-term debt, including current maturities | 258,889 | 669,539 | 529,957 | 395,080 | 1,853,465 |
Interest on long-term debt | 93,404 | 154,866 | 88,913 | 34,277 | 371,460 |
Derivative financial liabilities | 11,732 | 5,427 | 3,489 | 995 | 21,643 |
Other current liabilities | 55,569 | – | – | – | 55,569 |
Total contractual obligations | 958,599 | 913,179 | 664,070 | 583,020 | 3,118,868 |
120Stolt-Nielsen Limited | Annual Report 2024
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Notes to the Financial Statements continued
23. Short-Term Bank Loans
There were no outstanding short-term bank loans at November 30, 2024 or 2023.
On February 28, 2024, the Group entered into a revolving credit facility with Danske Bank A/S,
Nordea Bank Abp, DNB (UK) Ltd, Swedbank AB and Skandinaviska Enskilda Banken AB (“SSF
RCF”) for $150.0 million using Stolt Sea Farm SA shares as collateral. The weighted average
interest rate on the RCF was 7.3% for the year ended November 30, 2024.
On February 16, 2022, the Group entered into a sustainability-linked secured loan agreement for
$415.0 million, consisting of a term loan of $180.9 million and a revolving credit facility (“RCF”)
of $234.1 million. The loan syndication was with 14 banks and led by three bookrunners: Nordea
Bank Abp, Danske Bank A/S and DNB (UK) Limited (“DNB”). It expires on February 16, 2028 and
is secured by 17 ships. The revolving credit line reduces semi-annually by $13.2 million.
The RCF was undrawn in 2024 and 2023 so there is no weighted average interest rate for
the year.
On December 9, 2022, the Group signed a two-year revolving credit facility with DNB (“DNB RCF”)
secured by the shares in the Group’s joint venture, ASA, for $100.0 million. The facility has the
option to be extended for two additional years. The weighted average interest rate on the DNB
RCF was 5.7% for the year ended November 30, 2024. The DNB RCF was undrawn in 2023 so
there is no weighted average interest rate for the year.
As of November 30, 2024, the Group had available undrawn committed credit lines of
$168.2 million from the RCF, $150.0 million on the SSF RCF and $100.0 million from
the DNB RCF.
Several of the short-term and long-term credit facilities contain various financial covenants
applicable either quarterly or annually, which, if not complied with, could result in the acceleration
of repayment of amounts due and could limit the ability of the Group to draw funds from time to
time. At November 30, 2024 and 2023, the Group was in compliance with the financial covenants
under its debt agreements.
| (in US $ thousands) | Notes | 2024 | 2023 |
| Preferred ship fixed rate mortgages: | |||
Fixed interest rates ranging from 4.2% to 5.7% (2023: 2.7% to 5.4%), maturities vary | |||
| through 2038 | (i) | 402,636 | 443,404 |
| Preferred ship variable rate mortgages: | |||
| Interest rates ranging from 7.6% to 8.5% | |||
| (2023: 7.6% to 8.3%), maturities vary | |||
| through 2031 | (ii) | 253,749 | 313,622 |
Senior secured credit facilities | (iii) | 1,040,170 | 887,096 |
Senior unsecured bond issues | (iv) | 136,673 | 178,924 |
| Bank loans: | |||
| Interest rates ranging from 1.5% to 2.1% | |||
| (2023: 1.5% to 2.1%), maturities vary | |||
| through 2028 | 9,544 | 13,555 | |
1,842,772 | 1,836,601 | ||
Less – current maturities | (195,645 ) | (255,109 ) | |
1,647,127 | 1,581,492 |
121Stolt-Nielsen Limited | Annual Report 2024
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| At December | Exchange | At November | |||
| (in US $ thousands) | 1, 2023 | Cash flow | differences | Other movements | 30, 2024 |
Cash deposits | 176,780 | (81,770 ) | (2,937 ) | – | 92,073 |
Short-term time deposits | 269,735 | (27,070 ) | – | – | 242,665 |
Cash and cash equivalents | 446,515 | (108,840 ) | (2,937 ) | – | 334,738 |
| Borrowings: | |||||
Long-term debt, including current maturities | (1,836,601 ) | 1,317 | (8,104 ) | 616 | (1,842,772 ) |
Lease liabilities, including current maturities | (238,207 ) | 64,130 | 2,567 | (172,501 ) | (344,011 ) |
Net debt | (1,628,293 ) | (43,393 ) | (8,474 ) | (171,885 ) | (1,852,045 ) |
At Dec ember | Exchange | At November | |||
| (in US $ thousands) | 1, 2022 | Cash flow | differences | Other movements | 30, 2023 |
Cash deposits | 71,040 | 101,715 | 4,025 | – | 176,780 |
Short-term time deposits | 81,101 | 188,634 | – | – | 269,735 |
Cash and cash equivalents | 152,141 | 290,349 | 4,025 | – | 446,515 |
| Borrowings: | |||||
Long-term debt, including current maturities | (1,966,779 ) | 127,905 | 3,643 | (1,370 ) | (1,836,601 ) |
Lease liabilities, including current maturities | (223,584 ) | 54,495 | (1,180 ) | (67,938 ) | (238,207 ) |
Net debt | (2,038,222 ) | 472,749 | 6,488 | (69,308 ) | (1,628,293 ) |
124Stolt-Nielsen Limited | Annual Report 2024
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Notes to the Financial Statements continued
25. Pension and Other Post-Retirement Benefit Plans
125Stolt-Nielsen Limited | Annual Report 2024
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| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Non-current assets | 24,082 | 21,292 |
Non-current liabilities | (20,197 ) | (19,937 ) |
| Net pension asset | 3,885 | 1,355 |
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Present value of funded obligations | (170,552 ) | (168,950 ) |
Fair value of plans assets | 174,437 | 170,305 |
3,885 | 1,355 |
| For the years ended | ||
| November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Service cost | 437 | 408 |
Interest cost, net | 155 | 166 |
Cost of plan administration | 475 | 332 |
| Net periodic benefit cost | 1,067 | 906 |
| For the years ended | ||
| November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Effect of changes in demographic assumptions | (410 ) | 7 |
Effect of changes in financial assumptions | 4,149 | (7,225 ) |
Effect of experience assumptions | 439 | (796 ) |
Return on plan assets (excluding interest income) | (6,091 ) | 6,657 |
Remeasurements recognised in other comprehensive income | (1,913 ) | (1,357 ) |
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Notes to the Financial Statements continued
| For the years ended | ||
| November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Benefit obligations at beginning of year | 168,950 | 177,630 |
Current service cost | 437 | 408 |
Interest cost | 8,856 | 8,633 |
Benefits paid | (11,823 ) | (10,425 ) |
Foreign exchange rate changes | (46 ) | 718 |
| Remeasurements: | ||
Effect of changes in demographic assumptions | (410 ) | 7 |
Effect of changes in financial assumptions | 4,149 | (7,225 ) |
Effect of experience adjustments | 439 | (796 ) |
| Benefits obligation at end of year | 170,552 | 168,950 |
| For the years ended | ||
| November 30 | ||
| (in US $ thousands) | 2024 | 2023 |
Fair value of plan assets at beginning of year | 170,305 | 177,890 |
Return on plan assets (excluding interest income) | 6,091 | (6,657 ) |
Interest income | 8,701 | 8,467 |
Company contributions | 1,612 | 443 |
Foreign exchange rate changes | 26 | 919 |
Benefits paid | (11,823 ) | (10,425 ) |
Expenses paid | (475 ) | (332 ) |
| Fair value of plan assets at end of year | 174,437 | 170,305 |
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Actives | 25,133 | 26,718 |
Vested former employees not yet retired | 27,869 | 28,584 |
Retirees | 117,550 | 113,648 |
170,552 | 168,950 |
| As of November 30 | ||
2024 | 2023 | |
Actives | 962 | 1,002 |
Vested former employees not yet retired | 465 | 476 |
Retirees | 728 | 715 |
2,155 | 2,193 |
| As of November 30 | ||
2024 | 2023 | |
| Weighted-average assumptions to determine projected | ||
| benefit obligations: | ||
Discount rate | 5.19 % | 5.45 % |
Rate of compensation increase | 3.54 % | 3.54 % |
Rate of pension increases | 3.07 % | 3.12 % |
Rate of price inflation | 3.14 % | 3.14 % |
| Life expectancy for an individual currently at 65: | ||
Male | 21.0 yrs | 21.0 yrs |
Female | 23.0 yrs | 23.0 yrs |
127Stolt-Nielsen Limited | Annual Report 2024
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Notes to the Financial Statements continued
| Impact on Defined Benefit Obligation | |||
Change in Assumption | Increase in Assumption | Decrease in Assumption | |
Discount rate | 0.25% | Decrease by 2.4% | Increase by 2.4% |
Salary growth rate | 0.25% | Increase by 2.0% | Decrease by 2.0% |
Pension growth rate | 0.25% | Increase by 2.2% | Decrease by 2.1% |
Increase by 1 Year in Assumption | Decrease by 1 Year in Assumption | ||
Life expectancy | Increase by 2.6% | Decrease by 2.6% |
| As of November 30 | ||||
(in US $ thousands) | 2024 | % | 2023 | % |
Cash and cash equivalents | 5,836 | 3% | 7,354 | 4% |
Equity instruments | 26,780 | 15% | 39,483 | 23% |
Debt instruments | 137,117 | 79% | 117,130 | 69% |
Real estate | 2,252 | 1% | 3,260 | 2% |
Investment funds | 1,030 | 1% | 1,820 | 1% |
Assets held by insurance company | 322 | – | 190 | – |
Other | 1,100 | 1% | 1,068 | 1% |
Total | 174,437 | 100% | 170,305 | 100% |
.
| As of November 30, 2024 | Less than | Between | Between | More than 5 | |
| (in US $ thousands) | a year | 1-2 years | 2-5 years | years | Total |
Pension benefits | 11,503 | 23,741 | 24,853 | 60,744 | 120,841 |
| Post-employment | |||||
benefits | 409 | 643 | 559 | 1,272 | 2,883 |
Total | 11,912 | 24,384 | 25,412 | 62,016 | 123,724 |
| As of November 30, 2023 | Less than | Between | Between | More than 5 | |
| (in US $ thousands) | a year | 1-2 years | 2-5 years | years | Total |
Pension benefits | 11,781 | 22,487 | 24,927 | 60,556 | 119,751 |
| Post-employment | |||||
| benefits | 478 | 773 | 611 | 1,292 | 3,154 |
Total | 12,259 | 23,260 | 25,538 | 61,848 | 122,905 |
128Stolt-Nielsen Limited | Annual Report 2024
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Notes to the Financial Statements continued
| Claims | Environmental | |||
| (in US $ thousands) | provision | provision | Restructuring | Total |
Balance at December 1, 2023 | 301,566 | 581 | 37 | 302,184 |
| Additional (reversal) provisions | ||||
recognised, net | 245 | (6 ) | – | 239 |
Reductions arising from payments | (301,333 ) | (458 ) | (37 ) | (301,828 ) |
Net foreign exchange differences | (74 ) | – | – | (74 ) |
Balance at November 30, 2024 | 404 | 117 | – | 521 |
| Asset retirement | |||
| (in US $ thousands) | obligations | Claims provision | Total |
Balance at December 1, 2023 | 1,933 | 15,261 | 17,194 |
Additional (reversal) provisions recognised, net | 3 | (2,155 ) | (2,152 ) |
| Net foreign exchange differences | (8 ) | 15 | 7 |
Balance at November 30, 2024 | 1,928 | 13,121 | 15,049 |
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| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Board fees | 2,140 | 1,132 |
Salary and benefits | 6,048 | 5,928 |
Profit sharing | 3,607 | 3,104 |
Long-term incentives | 2,279 | 1,424 |
Defined benefit pension cost | 148 | 81 |
Defined contribution pension cost | 481 | 416 |
Total compensation and benefits | 14,703 | 12,085 |
Average number of key managers included | 11 | 10 |
| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
| Joint ventures: | ||
| Amounts due from the Group | 26,157 | 30,337 |
Amounts due to the Group | 87,046 | 35,836 |
| For the years ended November 30 | ||
(in US $ thousands) | 2024 | 2023 |
| Joint Ventures | ||
Charter hire revenue 1 | 213,483 | 196,670 |
Tank container cleaning station revenue | 9,167 | 10,742 |
Charter hire expense | 131,535 | 63,265 |
Management, freight and joint service commission and other expenses | 37,263 | 35,076 |
| Finance expense | 4,135 | 872 |
| Other expense | – | 519 |
| Associates | ||
Bareboat revenue | 4,231 | 4,348 |
Commission, management and other revenue 2 | 1,838 | 2,613 |
Tank container cleaning station revenue | 3,531 | 3,280 |
131Stolt-Nielsen Limited | Annual Report 2024
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Notes to the Financial Statements continued
29. Legal Claims and Proceedings
There are various legal proceedings arising in the ordinary course of business, and in cases
where the Group believes the likelihood of losses is probable and can be estimated, provisions are
recorded. While ongoing legal proceedings could have a material adverse effect on the Group’s
consolidated financial position or results of operations in the future, the Group believes that none
of these matters will have a material adverse effect on its business or financial condition.
During 2024, the Group has been involved in certain civil litigation cases, which are
described below .
Civil actions as a result of the fire on the MSC Flaminia
On July 14, 2012, a fire broke out aboard the MSC Flaminia in cargo hold number 4 during the
ship’s crossing of the Atlantic Ocean. During the crew’s attempt to extinguish the fire, an explosion
occurred. Stolt Tank Containers had 29 tank containers onboard the ship, three of which were
stowed in cargo hold number 4. These tank containers carried various products for various
customers. STC filed claims for the replacement value of the tank containers and the product
carried. In August 2012, vessel interests declared General Average. The vessel was initially hauled
to Germany and then sailed onward to Romania for inspection, investigation and discharge
operations.
On May 29, 2013, the vessel interests, namely the owner, manager and operator, filed counter and
cross-claims against STC and Deltech, the shipper of the three tank containers stowed in cargo
hold number 4, alleging that these tank containers were the cause of the fire and that STC did not
adequately warn of the inherently dangerous nature of the cargo. Since that time, several other
cargo claimants have filed cross-claims against STC and Deltech.
The trial was held in the US Federal Court sitting in the Southern District of New York. The US
District Court for the Southern District of New York delivered a judgment on September 10, 2018,
which held the Group jointly liable with Deltech for the incident where the counterparties were
alleging damages of $186.0 million, excluding interest. On June 30, 2023 the Court of Appeals
rejected STC and Deltech’s appeal of the liability ruling. The proceedings returned to the Trial
Court to determine the recoverable damages.
The Company recorded a loss provision of $155.0 million in the November 30, 2023 Consolidated
Financial Statements for the MSC Flaminia legal claim. This was based on arbitral awards in
favour of the owner of the MSC Flaminia against the Charterer, Mediterranean Shipping Company
(“MSC”) as well as other claims made by MSC and the owner of the MSC Flaminia.
In January 2024, mediation proceedings took place, and as a result, a final figure to settle the MSC
Flaminia legal proceedings was agreed among the parties. This ended all legal proceedings in the
US and in the UK. The parties signed a final binding settlement agreement in April 2024. The final
settlement amount utilised the 2023 loss provision and the insurance proceeds received in 2023.
Civil actions as a result of Hurricane Isaac
At the end of August 2012, Hurricane Isaac caused widespread flooding in southern Louisiana,
including an unprecedented storm surge at the terminal in New Orleans/Braithwaite of about 13
feet of water. The storm surge overtopped the Parish levee system and despite extensive efforts
to prepare the terminal for the impact of the hurricane, extensive damage was sustained to
various portions of the facility, including several tanks, causing some tank releases of stored
product to occur. Multiple notices were made to the relevant authorities. The protective measures
taken in and around the terminal were successful in retaining a considerable amount of the
releases. Following the hurricane, the rail cars stored at the terminal were inspected and no leaks
were detected.
All regulatory claims brought by the state and federal regulators against the terminal for i) failure
to properly provide notice in accordance with the respective regulatory requirements, and ii) the
release of certain chemical products being stored at the terminal have been resolved.
Following the flooding at the terminal, two class actions and multiple individual actions were filed
at the District Court in the Parish of Plaquemines, State of Louisiana. All actions allege pollution of
the claimants’ properties with liquids stored at the terminal and allegedly released because of the
flooding. In November 2023, the parties to all of the cases reached a settlement for all claims in
the amount of $2.5 million. The court has since approved the settlement and issued a permanent
injunction against any and all future litigation arising out of the incident. A final order of dismissal
with prejudice has been signed by the court, bringing all litigation to its final conclusion. All these
matters, including the legal fees for the defence, are covered by insurance maintained by the
Group and it is not expected that they will have a material adverse effect on its business or
financial condition.
General
The ultimate outcome of governmental and third-party legal claims and 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.
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| Founder’s Shares | Common Shares | |||
| par value $0.001 per share | par value $1 per share | |||
Shares Issued | Treasury Shares | Shares Issued | Treasury Shares | |
Balance at November 30, 2023 and 2024 | 14,630,949 | 1,250,000 | 58,523,796 | 5,000,000 |
133Stolt-Nielsen Limited | Annual Report 2024
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| As of November 30 | ||
(in US $ thousands) | 2024 | 2023 |
Short-term loans, long-term debt and lease liabilities | 2,186,783 | 2,074,808 |
Equity attributable to equity holders of SNL less intangible assets and excluding other components of equity | 2,316,743 | 2,069,889 |
Debt to tangible net worth | 0.94 | 1.00 |
| For the years ended November 30 | ||
| (in US $ thousands, except per share data) | 2024 | 2023 |
Net profit | 394,759 | 296,651 |
Less: Dividends on Founder’s Shares | (67 ) | (67 ) |
Net profit attributable to holders of Common Shares | 394,692 | 296,584 |
Basic and diluted weighted average shares outstanding | 53,524 | 53,524 |
Basic earnings per share | 7.38 | 5.54 |
Diluted earnings per share | 7.38 | 5.54 |
134Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
32. Reconciliation of Net Profit to Cash Generated from
Operations
| For the years ended November 30 | |||
(in US $ thousands) | 2024 | 2023 | |
Net profit | 394,759 | 296,651 | |
Adjustments to reconcile net profit to net cash from operating activities: | |||
Depreciation of property, plant and equipment | 294,416 | 287,843 | |
Amortisation of intangible assets | 4,341 | 4,478 | |
Finance expense, net | 109,984 | 112,614 | |
| Net periodic benefit expense of defined benefit pension | |||
plans | 1,067 | 906 | |
Income tax expense | 46,356 | 12,783 | |
Share of profit of joint ventures and associates | (62,758 ) | (62,265 ) | |
Fair value adjustment on biological assets | 699 | (3,914 ) | |
Foreign currency exchange gain, net | (277 ) | (3,199 ) | |
Gain on disposal of assets, net | (7,485 ) | (3,606 ) | |
| Changes in assets and liabilities: | |||
(Increase) decrease in receivables | (36,653 ) | 26,630 | |
Decrease in inventories | 624 | 1,692 | |
Decrease (increase) in biological assets | 208 | (2,752 ) | |
| Decrease (increase) in prepaid expenses and other current | |||
assets | 25,633 | (23,978 ) | |
Increase in accounts payable and other current liabilities | 10,972 | 156,309 | |
Contributions to defined benefit pension plans | (1,642 ) | (1,794 ) | |
Payment of the MSC Flaminia provision | (290,000 ) | – | |
Insurance proceeds related to MSC Flaminia lawsuit | – | 133,000 | |
Dividends from joint ventures and associates | 53,808 | 43,832 | |
Other, net | (173 ) | (887 ) | |
Cash generated from operations | 543,879 | 974,343 | |
33. Subsequent Events
The following are non-adjusting events which occurred after November 30, 2024.
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.
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 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 in late 2026 to early 2027.
The first newbuilding deposit of $5.7 million was paid in January 2025. The total cost for the two
barges is $24.0 million including capitalised interest.
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 Nantung Xiangyu Shipbuilding & Offshore
Engineering Co., Ltd with expected delivery between 2028 to 2029. A newbuilding deposit
of $13.9 million will be paid in the first quarter of 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 plans to transfer the agreements to its joint venture, NYK Stolt Tankers S.A. in the first
quarter of 2025.
In January 2025, the Company acquired a further 7,936,024 shares of Kingfish for
$3.7 million, taking the Company’s shareholding to 12.3%.
On February 11, 2025, the Company’s Board of Directors recommended a final dividend for
2024 of $1.25 per Common share, to be voted on at the Group’s Annual General Meeting for
shareholders held on April 17, 2025 in Bermuda. If confirmed by the AGM, the dividend will be
paid on May 7, 2025 to shareholders of record as of April 24, 2025.
Acquisition of 48.8% 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. Under the terms of the SPA, the
Group acquired the shares for $1.00/share or approximately $79.6 million. After the Transaction,
the Group has acquired an additional 1.9% of Avenir shares from other Avenir shareholders at
$1.00 per share. On March 5, 2025, the Group launched a compulsory offer for the remaining 4.2%
of Avenir shares, which is expected to be completed by the end of April 2025.The Group controls
approximately 95.8% of the shares and voting rights of Avenir at the date of this report and will
consolidate Avenir in the Consolidated Financial Statements in the future.
135Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
The Group’s purpose of acquiring the remaining shares of Avenir was to strengthen its position in
the LNG sector and identify more sustainable energy solutions.
Since the transaction was completed after the year end, the 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 Avenir and
the amounts of identified assets acquired and liabilities assumed at the acquisition date.
| (in US $ thousands) | |
Cash consideration for equity | 81,905 |
Share of closing net debt and shareholder loan to SNL | 83,626 |
Share of working capital | (7,355 ) |
Total consideration | 158,176 |
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:
| Preliminary | |||
| Fair Value | |||
| (in US $ thousands) | Transfer Value | Adjustments | Total |
Cash and cash equivalents | 17,801 | – | 17,801 |
Net working capital | (2,875 ) | – | (2,875 ) |
Newbuildings | 25,166 | (18,218 ) | 6,948 |
Ships in service | 210,213 | 99,562 | 309,775 |
Shareholder loan to the Group | (27,818 ) | – | (27,818 ) |
Debt related to ships | (140,133 ) | (1,749 ) | (141,882 ) |
Net assets acquired | 82,354 | 79,595 | 161,949 |
Consideration paid for net assets and non- controlling interest | 166,207 | – | 166,207 |
Goodwill | 4,258 | 4,258 |
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 $32.0 million. The gain will be recognised in
Other non-operating income on the Consolidated Financial Statements in the first quarter of 2025.
The fair value of the noncontrolling 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 the market, and thus represent
Level 3 measurements.
Avenir’s goodwill is attributable to the synergies expected to arise after the Group’s acquisition
of Avenir.
Ships in-service
Avenir’s in-service fleet includes five LNG ships, built between 2020 and 2022. 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
approach was used in the valuation of these ships which considered the present value of future
cash flows and earnings expectations for each vessel and its residual value.
Newbuildings
See Note 27.
Debt related to ships
Avenir’s loans are at SOFR plus a margin ranging from 1.9% to 3.0%. Given the floating rate
structure of the loans, the loans’ carrying amounts are materially reflective of fair value. The
debt issuance costs were reversed upon acquisition.
Financial performance summary
The following unaudited pro forma summary presents the Group as if the 81,905,982 shares of
Avenir purchased had been acquired on December 1, 2023. The pro forma information is provided
for comparative purposes only and does not necessarily reflect the actual results that would have
occurred, nor is it necessarily indicative of future results of operations of the combined
companies.
| Pro forma year | |
| ended November | |
| (in US $ thousands) | 30, 2024 |
Revenue | 2,976,009 |
Net profit | 392,468 |
136Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Notes to the Financial Statements continued
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.
Since the transaction was completed after the year end, the 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 US $ thousands) | |
Cash consideration for equity | 111,851 |
Share of closing debt and interest rate swap assumed | 87,704 |
Share of working capital | (14,555 ) |
Total consideration | 185,000 |
Fair value of the Group’s investment in HS4 before the business combination | 111,851 |
Recognised amounts of identifiable assets acquired and liabilities assumed:
| Preliminary | |||
| Fair Value | |||
(in US $ thousands) | Transfer 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 $42.1 million. The gain will be recognised in Other
non-operating income in the Consolidated Financial Statements in the first quarter of 2025.
The fair value of the Group’s previously held equity interest of $68.7 million was estimated by
applying a market approach. These fair value measurements are based on significant inputs
not observable in the market, and thus represent Level 3 measurements.
Ships in-service
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
approach was used in the valuation of these ships which considered the present value of future
cash flows and earnings expectations for each vessel and its residual value.
Debt related to ships
HS4’s debt which is secured by the eight ships are at SOFR plus a 2.5% margin and due in 2028.
There are interest rate hedges on 75% of the loan. The debt issuance costs were reversed upon
acquisition.
Financial performance summary
The following unaudited pro forma summary presents consolidated information of the Group as
if the business combination had occurred on December 1, 2023.
(in US $ thousands)
| Pro forma year | |
| ended November | |
| 30, 2024 | |
Revenue | 2,890,825 |
Net profit | 408,495 |
There is no change to revenue as HS4 was a participant in the Joint Service. These pro forma
adjustments have been calculated after adjusting the results of the Group to reflect the additional
depreciation and amortisation that would have been charged assuming the fair value
adjustments to property, plant and equipment had been applied from December 1, 2024.
137Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Responsibility Statement
We confirm, to the best of our knowledge, that the consolidated Group and Company Financial
Statements for the period December 1, 2023 to November 30, 2024 have been prepared in
accordance with IFRS as adopted by the European Union and give a true and fair view of the
Group’s assets, liabilities, financial position and profit as a whole. In preparing these Financial
Statements, we are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and accounting estimates that are reasonable;
• State whether applicable IFRSs as adopted by the European Union have been followed,
subject to any material departures disclosed and explained in the Financial Statements;
• Prepare the Financial Statements on the going concern basis unless it is inappropriate to
presume that the Company will continue in business.
We are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Company and the Group and enable us to ensure that the Financial
Statements comply with the Bermuda Company Act of 1981. We are also responsible for
safeguarding the assets of the Company and the Group, and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities. We are responsible for the
maintenance and integrity of the Company’s website. We highlight that legislation in Bermuda
governing the preparation and dissemination of Financial Statements may differ from legislation
in other jurisdictions.
We also confirm, to the best of our knowledge, that the Financial Review and the Business Review
include a fair review of important events that have occurred during the financial year and their
impact on the Financial Statements, and a description of the principal risks and uncertainties
facing the Group and material related party transactions.
The Financial Statements on pages 69-137 were approved and signed on behalf of the Board
of Directors.
Udo Lange Jens F. Grüner-Hegge
Chief Executive Officer Chief Financial Officer
London
March 13, 2025
138Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Report on the audit of the Group
financial statements
Opinion
In our opinion, Stolt-Nielsen Limited’s Group financial
statements (the ‘financial statements’):
• give a true and fair view of the state of the Group’s affairs
as at 30 November 2024 and of its profit and cash flows
for the year then ended;
• have been properly prepared in accordance with IFRSs as
adopted by the European Union; and
• have been prepared in accordance with the requirements
of the Companies Act 1981 (Bermuda).
We have audited the financial statements, included within
the Annual Report (the ‘Annual Report’), which comprise:
the Consolidated Balance Sheet as at 30 November 2024;
the Consolidated Statement of Total Comprehensive
Income, the Consolidated Statement of Cash Flows and the
Consolidated Statement of Total Changes in Shareholders’
Equity for the year then ended; and the notes to the financial
statements, which include a description of the material
accounting policies.
Independent auditors’ report to the members of Stolt-Nielsen Limited
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law.
Our responsibilities under ISAs (UK) are further described in
the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s
Ethical Standard and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
139Stolt-Nielsen Limited | Annual Report 2024
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Independent auditors’ report to the members of Stolt-Nielsen Limited continued
Our audit approach
Overview
Materiality
Overall materiality: $28.9m (2023: $28.3m) based on 1% of revenue.
Performance materiality: $21.6m (2023: $21.2m).
Audit Scope
• Full scope audits of the Deep Sea Trading and Owning divisions of Stolt Tankers, and the Stolt Tank Containers BV division of Stolt Tank Containers; the largest trading
divisions of the Group.
• Audits of certain financial statement line items within Terminals and Stolt Sea Farms entities, in addition to entities within the Tankers and Stolt Tank Containers divisions
outside of the full scope components mentioned above.
• Procedures were also performed at the Group level including audit of certain financial statement line items across the Group and testing of the consolidation process.
• The reporting locations subject to audit procedures accounted for 78% of the Group’s revenue and 82% of the Group’s total assets.
Key Audit Matter
• Voyage Revenue Recognition
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The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the Directors
made subjective judgements, for example in respect of
significant accounting estimates that involved making
assumptions and considering future events that are inherently
uncertain. As in all of our audits we also addressed the risk of
management override of internal controls, including evaluating
whether there was evidence of bias by the Directors that
represented a risk of material misstatement due to fraud.
Capability of the audit in detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Company and industry,
we identified that the principal risks of non-compliance with
laws and regulations related to regulations implemented
by the International Maritime Organisation (‘IMO’), The
International Convention for the Prevention of Pollution
from Ships (‘MARPOL’), the International Convention for
the Safety of Life at Sea (‘SOLAS’), and the Bribery Act 2010
(UK), and we considered the extent to which non-compliance
might have a material effect on the financial statements. We
also considered those laws and regulations that have a direct
impact on the financial statements such as the Companies
Act 1981 (Bermuda) and international tax legislation.
We evaluated management’s incentives and opportunities
for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined
that the principal risks were related to the posting of
inappropriate journal entries and management bias in
accounting estimates or judgements. The Group engagement
team shared this risk assessment with the component
auditors so that they could include appropriate audit
procedures in response to such risks in their work. Audit
procedures performed included:
• Inquiring of management, including those in the legal and
regulatory compliance departments, the head of operational
audit and the Audit Committee as to known or suspected
instances of non-compliance with laws and regulations
and fraud;
• Reviewing minutes of meetings of those charged
with governance;
• Assessing matters reported on the Group’s ‘Speak Up’
system and the results of management’s investigation
of such matters;
• Challenging assumptions and judgements made by
management in connection with significant accounting
estimates;
• Consideration of recent correspondence with legal advisors
in respect of uncertain legal matters;
• Identifying and testing journal entries, in particular journal
entries posted with unusual account combinations,
including journals crediting revenue with unexpected
offsetting accounts and those journals debiting property,
plant and equipment where the offsetting credit entry
impacts the income statement; and
• Testing material consolidation adjustments.
There are inherent limitations in the audit procedures
described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that
are not closely related to events and transactions reflected in
the financial statements. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations or through collusion.
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
141Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy;
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not
a complete list of all risks identified by our audit.
Accounting for claims, which was a key audit matter last year, is no longer included because, through various procedures performed to determine the status of previous as well as new
claims in the year, we identified no significant claims which give rise to a reasonable risk of material misstatement this year. The MSC Flaminia claim, which was a key area of focus for the
audit last year, reached final settlement during the year; the claimants’ proceeds payable by Stolt were cash settled in April 2024 while the related insurance proceeds receivable by Stolt
were received in the previous year.
Otherwise, the key audit matters are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Voyage Revenue Recognition
Voyage revenue for Stolt Tankers, including freight, demurrage
and other revenue, includes estimation of revenue for
incomplete voyages and claimed amounts for demurrage
as at the balance sheet date.
For voyages in progress at year-end, the percentage of
completion of those voyages is estimated by management.
Due to an inherent level of estimation uncertainty, the greater
need and scope for management to apply judgement, and
greater complexity involved with voyage revenue calculations,
we concluded that the risk of error in voyage accounting was
an area which required more audit effort. Specifically, our work
focussed on the calculation of voyage revenue and costs and
estimates over the percentage of completion of voyages in
progress at the year-end.
Refer also to note 2 in the consolidated financial statements.
We have performed the following procedures to address this key audit matter:
• Obtained an understanding of the processes and controls over voyage revenue recognition, including assessing the
design and implementation of key controls over this area, and assessed the appropriateness of management’s
accounting policy, which has not changed since the prior year.
• Assessed the methodology for estimating and reviewing the amount of revenue recognised at the year end and
compared this to the relevant accounting guidance under IFRS 15, Revenue from contracts with customers.
• Tested certain key controls across the revenue cycle, including those over key systems and automated calculations of
revenue and voyage accruals.
• Performed a fluctuation analysis for revenue and expense accruals, comparing to change in average percentage of
voyage completion.
• Tested the run-off of the voyage accruals after year end.
• Tested management’s estimates regarding voyage accounting using a retrospective analysis of previous accruals and
final voyage outcomes.
• For freight revenue, matching of revenue recognised at the transaction level in the subledger to revenue recognised in
the general ledger, purchase order data, invoice and bill of lading data, and cash receipt data and testing a sample of
unmatched items.
• Substantive testing of demurrage revenue transactions.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we
performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the
structure of the Group, the accounting processes and
controls, and the industry in which it operates.
Stolt-Nielsen Limited has six divisions that operate globally:
Stolt Tankers which operates chemical tankers for the
transportation of bulk-liquid chemicals, oils, acids and clean
petroleum products; Stolthaven Terminals which provides
storage for bulk-liquid chemicals, oils, acids and clean
petroleum products; Stolt Tank Containers which provides
transportation for bulk-liquid chemicals and food-grade
products; Stolt Sea Farm which operates farms producing
premium fish species; Stolt-Nielsen Gas, which focuses
mainly on investing in entities in the Liquefied Natural Gas
(LNG) sector, including LNG shipping, storage and distribution;
and, Corporate and Other. The Group has a number of
subsidiaries, joint ventures and associates, including those
within the divisions mentioned and also operates a shared
service centre in Manila. Our scoping considerations for the
Group audit were based both on financial significance
and risk.
Using audit teams based in Rotterdam and Houston, we
have performed full scope audits of the Deep Sea Trading
and Owning divisions of Stolt Tankers, and the Stolt Tank
Containers BV division of Stolt Tank Containers, due to the
financial significance of these components. In addition,
specified procedures have been performed by these teams
over certain financial statement line items for certain Stolt
Tankers and Stolt Tank Containers entities, and certain
corporate entities.
For Stolthaven Terminals, an audit of Property, plant and
equipment has been carried out at Stolthaven Houston,
Stolthaven New Orleans and Stolthaven Singapore. An audit
of Right-of-use assets, Lease liabilities and cash and cash
equivalents has also been carried out at Stolthaven Singapore
and Stolthaven Australasia, as well as the audit of cash and
cash equivalents at the Saudi Arabia and Brazil Terminals.
Procedures performed over the financial statement line items
for Stolthaven Singapore were performed by our local team in
this territory.
For Stolt Sea Farm, specified procedures have been
performed over Biological assets in Stolt Sea Farm Spain
by our local team in this territory.
Certain procedures have also been performed centrally in
London over additional items at the Group level, including
Investments in and advances to joint ventures and
associates, Long-term debt and related interest expense,
Short-term bank loans, Derivative financial instruments,
Intercompany eliminations, Income tax expense, Income tax
receivable, Income tax payable, Deferred tax assets, Deferred
tax liabilities, in order to gain coverage over these financial
statement line items as a whole across the Group.
Procedures are performed on certain processes undertaken
by the shared service centre in Manila to the extent that
those processes contribute to the financial information of
the components as noted above.
Where work was performed by teams outside of the UK, we
determined the level of independent involvement needed at
those local operations to be able to conclude whether
sufficient, appropriate audit evidence had been obtained as a
basis for our opinion on the consolidated financial statements
as a whole. We issued formal, written instructions to the
teams outside the UK, setting out the work to be performed
by each of them and maintained regular communication
throughout the audit cycle. These interactions included
participating in planning and clearance meetings with our
teams in the Netherlands, Spain, Singapore, and The United
States of America, holding regular video conference calls,
attending site visits to our Stolt Tank Containers component
in Houston and Tankers component in Rotterdam, as well
as reviewing working papers remotely and assessing
matters reported.
In total the work performed accounted for 78% of
consolidated Group revenue and 82% of the Group’s total
assets. At the Group level we also carried out analytical and
other procedures on the components not covered by the
procedures described above.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to
understand the process management adopted to assess the
extent of the potential impact of climate risk on the Group’s
financial statements and support the disclosures made
within the financial statements.
We challenged the completeness of management’s
climate risk assessment by assessing the consistency of
management’s climate impact assessment with internal
climate plans and minutes of meetings of the board of
Directors. We also read the applicable sections of the
Group’s website for details of climate-related impacts.
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
143Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Management has stated aspirations of running a carbon-
neutral Tankers business by 2050 and continues to work on
how to achieve this. Given the stage of development of the
Group’s work toward finalising a transition plan, and the
medium to long-term horizon it will play out in, the future
financial impacts are uncertain. The estimated financial
impacts of climate change will be reassessed prospectively
and our expectation is that climate change disclosures will
evolve as the understanding of the actual and potential
impacts on the Group’s future operations are established
with greater certainty.
The key area of the financial statements where management
evaluated that climate risk had a potential significant impact
was in the review of the Tankers cash-generating units
(‘CGUs’) for potential indicators of impairment.
Using our knowledge of the business we evaluated
management’s risk assessment, its estimates as set out in
note 2 of the financial statements and resulting disclosures,
where significant. We considered the review of impairment
indicators to potentially be impacted by climate risk and
performed audit work in this area accordingly.
To respond to the audit risk identified in this area we tailored
our audit approach to, in particular, evaluate whether the
impact of both physical and transition risks arising due to
climate risk gave rise to a specific indicator requiring a
further impairment assessment. Additionally, we challenged
whether the impact of climate risk in the assessment and
disclosures associated with the ability of the Group to
continue as a going concern were both consistent with
management’s climate impact assessment.
We also considered the consistency of the disclosures in
relation to climate change within the Annual Report with the
financial statements and the knowledge obtained from
our audit.
Our procedures did not identify any material impact in the
context of our audit of the financial statements as a whole or
our key audit matters for the year ended 30 November 2024.
Materiality
The scope of our audit was influenced by our application
of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually
and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined
materiality for the Group financial statements as follows:
Overall materiality $28.9m (2023: $28.3m).
How we determined it 1% of revenue.
Rationale for
benchmark applied
Based on the benchmarks used in
the Annual Report, we believe that
revenue is the primary measure
generally used by the shareholders
in assessing the performance of
the Group.
For each component in the scope of our Group audit, we
allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across
components was between $2.4m and $22.2m.
We use performance materiality to reduce to an
appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall
materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent
of our testing of account balances, classes of transactions
and disclosures, for example in determining sample sizes.
Our performance materiality was 75% (2023: 75%) of overall
materiality, amounting to $21.6m (2023: $21.2m) for the
Group financial statements. Component performance
materiality was also 75% (2023: 75%) of allocated materiality.
In determining the performance materiality, we considered
a number of factors - the history of misstatements, risk
assessment and aggregation risk and the effectiveness of
controls - and concluded that an amount at the upper end
of our normal range was appropriate.
We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above $1.4m
(2023: $1.4m) as well as misstatements below that amount
that, in our view, warranted reporting for qualitative reasons.
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
144Stolt-Nielsen Limited | Annual Report 2024
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Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the
Company’s ability to continue to adopt the going concern
basis of accounting included:
Review of management’s base case and severe but plausible
downside scenario, ensuring the Directors have considered
all appropriate factors. This included consideration of the
future cash flows, the liquidity position of the Group,
available financing facilities, and the timing of contractual
debt repayments and committed capital expenditure. Based
on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements
are authorised for issue.
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the
Group’s ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The Directors are responsible for
the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency
or material misstatement, we are required to perform
procedures to conclude whether there is a material
misstatement of the financial statements or a material
misstatement of the other information. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact. We have nothing to report based on
these responsibilities.
Responsibilities for the financial
statements and the audit
Responsibilities of the Directors for the financial
statements
As explained more fully in the Responsibility Statement
set out on page 138, the Directors are responsible for the
preparation of the financial statements in accordance with
the applicable framework and for being satisfied that they
give a true and fair view. The Directors are also responsible
for such internal control as they determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group’s ability to continue as
a going concern, disclosing as applicable, matters related
to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative
but to do so.
The Directors are responsible for presenting and marking up
the consolidated financial statements in compliance with the
requirements set out in the Delegated Regulation 2019/815
on European Single Electronic Format (‘ESEF Regulation’).
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
145Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Auditors’ responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
Our audit testing might include testing complete populations
of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting
a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In
other cases, we will use audit sampling to enable us to draw
a conclusion about the population from which the sample
is selected.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditors’ report.
It is also our responsibility to assess whether the
consolidated financial statements have been prepared, in all
material respects, in compliance with the requirements laid
down in the ESEF Regulation.
Use of this report
This report, including the opinions, has been prepared
for and only for the Company’s members as a body in
accordance with Section 90 of the Companies Act 1981
(Bermuda) and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Partner responsible for the audit
The engagement partner on the audit resulting in this
independent auditors’ report is David Beer.
Other required reporting
Report on other legal and regulatory requirements
We have checked the compliance of the consolidated
financial statements of the Company as at 30 November
2024 with the relevant statutory requirements set out in the
ESEF Regulation that are applicable to financial statements.
That is, for the Group:
The consolidated financial statements are prepared in a valid
xHTML format;
The XBRL markup of the consolidated financial statements
uses the core taxonomy and the common rules on markups
specified in the ESEF Regulation.
In our opinion, the consolidated financial statements
of the Group as at 30 November 2024, identified as
stoltnielsen-2024-11-30-en.zip, have been prepared, in all
material respects, in compliance with the requirements
laid down in ESEF Regulation.
PricewaterhouseCoopers LLP
Chartered Accountants
Watford
March 13, 2025
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
a. 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.
b. Legislation in Bermuda governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
146Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Other Information
Stolt-Nielsen Limited | Annual Report 2024 147
Financial Statements Other InformationDirectors’ Report
Stock Listing
Common Shares
On Oslo Børs under symbol SNI
Shares Outstanding
(as of November 30, 2024)
Common Shares – 53,523,796
Country of Incorporation: Bermuda
Annual General Meeting
April 17, 2025
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Registrar
Common Shares – VPS
DNB Bank ASA
Dronning Eufemias Gate 30
0191 Oslo
Norway
Tel: +47 23 26 80 16
Email: sten.sundby@dnb.no
Auditors
PricewaterhouseCoopers LLP
40 Clarendon Road
Watford
Hertfordshire WD17 1JJ
UK
Financial Information
Copies of press releases and quarterly earnings releases are
available at: stolt-nielsen.com/investors/financial-results/ or
by contacting:
Stolt-Nielsen M.S. Ltd
Aldwych House
71-91 Aldwych
London WC2B 4HN
UK
Tel: +44 20 7611 8960
Email: investors@stolt.com
Investor Relations
Shareholders, securities analysts, portfolio managers,
representatives of financial institutions may contact:
Jens F. Grüner-Hegge
Stolt-Nielsen M.S. Ltd
Aldwych House
71-91 Aldwych
London WC2B 4HN
UK
Tel: +44 20 7611 8985
Email: j.gruner-hegge@stolt.com
Press Enquiries
For media enquiries, please contact:
Ellie Davison
Stolt-Nielsen M.S. Ltd
Aldwych House
71-91 Aldwych
London WC2B 4HN
UK
Tel: +44 20 7611 8926
Email: e.davison@stolt.com
Other Information
Shareholder Information
148Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Other Information continued
Registered Address
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
London
Aldwych House
71 - 91 Aldwych
London WC2B 4HN
UK
Tel: +44 20 7611 8960
Manila
14
th
& 15
th
Floors, The Podium West Tower
12 ADB Avenue
Ortigas Center
Brgy. Wack-Wack Greenhills East
Mandaluyong City 1550
Metro Manila
Philippines
Tel: +63 2 8830 7900
Contact details for local offices can be found at
stolt-nielsen.com/contacts/.
Oslo
Grev Wedels Plass 7
0151 Oslo
Norway
Tel: +47 22 80 75 80
Rotterdam
Westerlaan 12
3016 CK Rotterdam
The Netherlands
Tel: +31 0 10 281 8888
Contacts
149Stolt-Nielsen Limited | Annual Report 2024
Financial Statements Other InformationDirectors’ Report
Aldwych House
71 - 91 Aldwych
London
WC2B 4HN
UK
Tel: +44 20 7611 8960
www.stolt-nielsen.com