CBL International (BANL) returns to profit with $0.10 special dividend
Rhea-AI Filing Summary
CBL International Limited (BANL) reported a strong first half of 2026, highlighted by a return to profitability and a special cash dividend of $0.10 per share payable on September 18, 2026 to shareholders of record on August 28, 2026. Revenue for the six months ended June 30, 2026 rose 49.2% to $395.6 million, driven mainly by higher marine fuel prices amid Middle East tensions and a 10.9% increase in sales volumes. Gross profit grew 140.5% to $6.53 million, with gross margin expanding from 1.02% to 1.65%, supporting net income of about $1.50 million versus a prior-year loss.
CBL expanded its global service network to more than 70 ports and reduced sales concentration among its top five customers to below 60%, while revenue from the top 12 global container liners rose to 68.6% of sales. In April 2026, it acquired a 50.5% stake in Green Marine Energy Holdings for a total consideration of $4.81 million, adding sustainable feedstock distribution and biofuel bunkering capabilities in Malaysia and generating provisional goodwill of $4.78 million. Working capital stood at $16.1 million and cash at $11.1 million as of June 30, 2026, supported by expanded banking and receivables facilities, although interest expense rose to $732,087 and unrealized derivative losses of $2.13 million were absorbed in cost of revenue. Biofuel performance was weak amid regulatory delays and softer regional demand, but the company continues to develop its B24 biofuel and LNG offerings. A 1-for-13 reverse share split effective July 20, 2026 helped BANL regain compliance with Nasdaq’s minimum bid price requirement.
Positive
- Revenue grew 49.2% year-on-year to $395.6 million, supported by higher oil prices and a 10.9% increase in sales volume.
- Gross profit rose 140.5% to $6.53 million and gross margin expanded to 1.65%, showing improved pricing power and supply access.
- Net income reached $1.50 million versus a $0.99 million loss a year earlier, marking a clear return to profitability.
- The board declared a special cash dividend of $0.10 per share, returning capital to holders of both Class A and Class B shares.
- Acquisition of a 50.5% stake in Green Marine Energy Holdings for $4.81 million expands sustainable fuel and physical bunkering capabilities in Malaysia.
- Global service coverage exceeded 70 ports, while customers acquired within two years contributed 23.5% of 1H 2026 sales, indicating healthy new-business momentum.
Negative
- The company absorbed $2.13 million in unrealized derivative losses within cost of revenue, contributing to higher financial volatility.
- Interest and other financing costs rose 160.1% to $753,000, reflecting greater use of banking facilities amid higher rates.
- Working capital declined from $19.37 million to $16.11 million, partly due to the accrued purchase commitment for the Green Marine acquisition.
- Biofuel performance was weak in 1H 2026, with Singapore’s bio-blended bunker sales down about 46% year-on-year, limiting near-term contribution from this growth segment.
Filing Explained
The acquired business is controlled, but 4,088,500 dollars of its purchase price remained accrued at June 30, 2026.
CBL completed its acquisition of a 50.5% controlling interest in Green Marine Energy Holdings on April 22, 2026, and consolidated the business from that date.
The purchase consideration was
For the six months ended June 30, 2026, operating activities provided
The acquisition’s
Key Figures
Key Terms
bunkering technical
at the market offering financial
ISCC Plus certifications technical
Receivables Purchase Agreements financial
FAQ
How did CBL International (BANL) perform financially in the first half of 2026?
What dividend did CBL International (BANL) declare for 1H 2026?
How is CBL International (BANL) managing growth and customer concentration?
What is the significance of CBL International’s (BANL) Green Marine acquisition?
How did leverage and financing costs change for CBL International (BANL) in 1H 2026?
What corporate actions did CBL International (BANL) take regarding its Nasdaq listing?
How is CBL International (BANL) positioned in biofuels and sustainable marine fuels?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of August
Commission
file number:
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Interim Results for the Six Months Ended June 30, 2026
The unaudited consolidated financial statements as of June 30, 2026 and for the six months period then ended (“Interim Results”) of CBL International Limited (“CBL International”) and its subsidiaries (collectively, the “Company”) is furnished as Exhibit 99.2 to this Form 6-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The management’s discussion and analysis of financial condition and results of operations for the Company’s Interim Results is furnished as Exhibit 99.1 to this Form 6-K.
Declaration of Special Cash Dividend
On August 18, 2026, the board of directors of the Company declared a special cash dividend of $0.10 per share for the Company’s class A ordinary shares of par value $0.0013 each and class B ordinary shares of par value $0.0013 each. The special cash dividend will be payable on September 18, 2026 to shareholders of record as of the close of business on August 28, 2026.
A copy of the Company’s press release dated August 18, 2026 is furnished as Exhibit 99.3 to this Form 6-K.
Cautionary Note Regarding Forward-Looking Statements
Statements in this filing with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Incorporation By Reference
This current report on Form 6-K is hereby incorporated by reference into the registration statement of CBL International Limited on Form F-3 (File No. 333-284228), to be a part thereof from the date on which this current report on Form 6-K is submitted and to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2026 and 2025 | |
| 99.2 | Unaudited Condensed Consolidated Financial Statements and Related Notes as of June 30, 2026 and for the Six Months Ended June 30, 2026 and 2025 | |
| 99.3 | Press Release, dated August 18, 2026 |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CBL International Limited | ||
| By: | /s/ Teck Lim Chia | |
| Name: | Teck Lim Chia | |
| Date: August 18, 2026 | Title: | Chief Executive Officer |
| 3 |
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes as of June 30, 2026 and for the six months ended June 30, 2025 included herein and the audited consolidated financial statements and accompanying notes for the years ended December 31, 2025 and 2024 included in our annual report on Form 20-F (“2025 Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2026. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. The “Company” or “CBL” refers to CBL International Limited (Nasdaq: BANL), a Cayman Islands company and the listing vehicle of Banle Group (“Banle”). “We”, “us”, “our” or the “Group” refers to CBL International Limited and all its subsidiaries, unless the context requires otherwise.
Business Overview
1. Business Highlights
In prior years, the Company strategically increased resources allocated to network expansion, focusing on deepening relationships with existing suppliers and onboarding new suppliers across additional ports. These investments continued through 2025 and began to yield tangible progress. During the first half of 2026, the cumulative impact of these initiatives delivered substantially greater advancements. CBL’s strengthened supplier network, enhanced operational capabilities, and expanded geographic reach have enabled the Company to more effectively capture growing market demand by fulfilling diverse customer requirements with greater reliability and flexibility.
CBL maintains a presence in more than 70 ports across the Asia Pacific, Europe, Australia, Africa, and Central America, allowing it to serve key global trade routes with competitive pricing and reliable delivery. Our operations are based in Malaysia, Hong Kong, Singapore, and Ireland. All transactions for vessel refueling services are concluded, and revenue is booked, through our subsidiaries in these jurisdictions in accordance with customer requirements. Supply and delivery arrangements are fully driven by customer needs and preferences, supported by a flexible global network of suppliers. The majority of our customers are international container liners and major ship operators.
Our competitive edge lies in the breadth of our service network and our ability to manage every step of the bunkering process—from supplier negotiations to delivery and quality assurance—ensuring efficiency and consistency for our clients. The multi-year strategy of port expansion and customer diversification has proven instrumental in positioning CBL to capitalize on the shifting trade flows and bunker demand patterns observed in the first half of 2026.
In
April 2026, the Group took a measured step to broaden its presence in the sustainable energy supply chain by acquiring a 50.5% majority
stake in Green Marine Energy Holdings Limited (“GMH”), a British Virgin Islands-incorporated company. The transaction was
The feedstock distribution business sources Used Cooking Oil (UCO) and other raw materials from a network of collectors and certified suppliers across Malaysia and the region. Through aggregation, traceability systems and quality-assurance protocols, these materials are supplied to downstream refineries and export markets for conversion into biofuels and sustainable aviation fuel (SAF). The business holds the necessary regulatory licenses, including licenses issued by the Malaysian Palm Oil Board (MPOB), and operates under ISCC EU and ISCC PLUS certifications, which support supply-chain integrity and compliance with relevant sustainability standards.
The bunkering business holds a Petroleum Development Act (PDA) license issued by the Malaysian authorities, enabling the marketing and distribution of oil and petroleum products in Malaysian waters. In June 2024, GMH became the first biofuel bunkering service provider in Port Klang. It is licensed to supply both conventional bunker fuel and biofuels, thereby strengthening the Group’s physical presence and operational footprint in one of the region’s key maritime hubs.
This strategic investment aligns with the growing emphasis on environmental, social and governance (ESG) considerations and evolving regulatory requirements in the maritime and aviation sectors. The Group’s financial resources, operational expertise in marine fuel logistics and customer network are expected to support GMH’s continued development, including the scaling of feedstock distribution activities and the exploration of opportunities to supply SAF-related producers in Malaysia. In turn, GMH’s licenses and established local platform enhance the Group’s ability to offer integrated conventional and lower-carbon fuel solutions and to expand its activities as a physical bunker supplier in Malaysian waters. The acquisition is consistent with the Group’s longer-term positioning in the energy transition while remaining complementary to its core marine fuel logistics and bunkering facilitation business.
1.1 Service Network Expansion
As of 30 June 2026, CBL’s global service network had expanded to more than 70 ports, marking a significant milestone in the multi-year growth strategy described above. The Asia Pacific region remained CBL’s primary revenue driver and the area in which the benefits of earlier network investments were most clearly demonstrated. Given that multiple ports in Asia Pacific are major global shipping hubs, bunkering operations in these locations continued to account for a substantial portion of deliveries. In Europe, Africa and Central America, we continued to develop our presence through the existing service network and maintained relationships with suppliers and customers. While Asia Pacific remains our focus, the broader network in these regions positions us to scale operations promptly in response to customer demand.
In
parallel, CBL’s strategy over the past few years has included the active targeting of new customer segments beyond pure container
liners, including mid-tier shipowners, bulk carriers, tankers and oil companies. This diversification has reduced concentration risk:
the sales concentration among our top five customers declined to below 60% in the first half of 2026 (compared with 60.4% in 1H 2025
and 66.7% in 1H 2024). At the same time, revenue from the top 12 global container liner customers increased year-on-year, from 60.1%
in 1H 2025 to 68.6% in 1H 2026. New business momentum remained strong, with customers we acquired within 2 years contributing 23.5% of
total sales
1.2 Geopolitical Resilience
Despite the challenging macroeconomic environment, CBL demonstrated strong resilience in navigating significant geopolitical disruptions during the first half of 2026. These included the sharp escalation of conflicts in the Middle East involving Iran, notably threats to close the Strait of Hormuz in March 2026, ongoing Red Sea instability, and the continued impacts of U.S. tariff policies on global trade patterns.
These events resulted in markedly tighter bunker supply conditions in the Middle East. According to industry data published by the Fujairah Oil Industry Zone and S&P Global Commodity Insights, marine fuel sales at Fujairah—the region’s primary bunkering hub located near the Strait of Hormuz—declined by approximately 55% in the first half of 2026 compared with the same period in 2025. As vessels were rerouted away from affected areas, bunker demand shifted toward alternative corridors, particularly in the Far East.
CBL’s earlier investments in developing a broad supplier network across multiple ports enabled the Company to secure supplies amid these constrained conditions and to fully meet elevated customer demand in the Far East and other regions experiencing increased traffic. As a result, our sales volumes continued to increase. The overall impact of these geopolitical developments on CBL has so far been limited in negative terms and net positive for volume growth, with our wide network positioning us to capture demand arising from the redirection of seaborne trade flows.
We continue to monitor the situation closely as global trading patterns evolve in the second half of the year. It remains our strict policy to refrain from supplying vessels subject to sanctions, with reference to the United Nations Security Council Consolidated List—a policy we upheld rigorously even as sanctions enforcement expanded.
1.3 Increase in Volume, Revenue and Gross Profit
In
the first half of 2026, CBL grew sales volume by 10.9%
By 30 June 2026, we continued to service nine of the world’s top 12 container shipping lines, which together represent nearly 60% of global container fleet capacity. Strong performance in Asia Pacific directly reflected the effectiveness of the expanded supplier network in capturing the elevated bunker demand that arose as vessels were rerouted away from the Middle East and toward Far East and intra-Asia corridors. The ability to fulfill customer requirements across multiple ports in the region, at competitive pricing and with reliable supply, underpinned the overall volume increase.
These results underscore that the multi-year investments in port coverage, supplier relationships and customer diversification positioned CBL to convert the demand shifts of the first half of 2026 into tangible volume growth, even amid significant market turbulence.
Overall
revenue
Gross
profit
Higher
oil prices and sales volume increased working-capital requirements during the period. These requirements were supported by expanded banking
facilities as of 30 June 2026, providing the financial flexibility needed to fund growth initiatives. Reflecting the higher
Our principal bankers include The Hongkong and Shanghai Banking Corporation Limited (“HSBC”), DBS Bank (Hong Kong) Limited (“DBS”), Standard Chartered Bank (Singapore) Limited (“Standard Chartered Singapore”), Taishin International Bank Co., Ltd., Hong Kong Branch (“Taishin Hong Kong”) and Cathay United Bank Company, Limited, Hong Kong Branch (“Cathay United Hong Kong”).
A strong current ratio of 1.26 and improved capital days, which measure how long it takes for a business to turn its working capital into cash, reflect improved working capital efficiency for CBL to cope with competitive market situations.
The
Company returned to profit in the first half of 2026 after two consecutive loss-making years, recording a net
1.4 Biofuel Supply & Sustainability Efforts
Biofuel sales performance was weak in 1H2026. This softness reflects short-term market dynamics, including feedstock price fluctuations, competitive pressures from conventional fuels, and, most importantly, a slower pace of customer adoption. The weakness was further exacerbated by regulatory uncertainty following the delay in progress at the IMO’s MEPC session, which postponed key decisions on the Net Zero Framework. This has reduced near-term compliance urgency for shipowners, leading many to defer biofuel uptake in favor of conventional fuels amid prevailing oil price dynamics. These trends are consistent with the regulatory and governmental risks for the biofuels business as detailed in our FY2025 Annual Report on Form 20-F. According to statistics from the Maritime and Port Authority of Singapore (MPA), total bio-blended bunker sales in Singapore (a key indicator for regional demand) declined by approximately 46% year-on-year in the first six months of 2026.
Nevertheless, CBL stayed ahead of the long-term trend with the continued successful rollout and offering of its B24 biofuel in China, Hong Kong, Malaysia, and Singapore. B24, comprising 76% conventional fuel and 24% UCOME, cuts greenhouse gas emissions by approximately 20% compared with traditional marine fuels. Our commitment to quality and compliance is underpinned by ISCC EU and ISCC Plus certifications, along with partnerships with certified suppliers to ensure secure and sustainable sourcing.
With biofuel demand fundamentals expected to strengthen significantly as IMO’s global GHG framework approaches full implementation by 2028 and EU FuelEU Maritime requirements tighten, CBL is broadening its sustainable energy portfolio by exploring LNG and methanol solutions. Notably, the Company delivered its first-ever LNG bunkering to a customer in December 2025. A key development in the first half of 2026 was the acquisition of a 50.5% majority stake in Green Marine Energy Holdings Limited, which enhances our upstream capabilities in sustainable feedstock distribution, including UCO and others, and supports integrated biofuel supply chain development. This strategic positioning enables us to better meet customer decarbonization goals and secure a competitive edge in the evolving marine fuel market. We remain cautiously optimistic about a rebound in biofuel contribution in the second half of 2026 and beyond.
1.5 Capital Markets
On
February 28, 2025, the Company, entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners
(the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may issue and sell to or through
the Sales Agent, acting as agent or principal, the Company’s listed securities having an aggregate offering amount of up to $2,604,166
(the “ATM Offering”). On February 28, 2025, pursuant to the Sales Agreement, the Company filed a prospectus supplement, including
an accompanying base prospectus, dated January 24, 2025, forming a part of its shelf registration statement on Form F-3 (File No. 333-284228),
initially filed with the SEC on January 10, 2025 and declared effective by the SEC on January 24, 2025. Sale of the Company’s securities
under the prospectus supplement is to be made by any method permitted that is deemed an “at the market offering” as defined
in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Sales Agent will be entitled to compensation at a commission rate
of three percent (3.0%) of the gross proceeds of the ATM Offering. The net proceeds from the ATM offering will be used for general corporate
purposes, including acquisitions, business opportunities, and debt repayment, with management retaining discretion over the allocation.
As at June 30, 2026, the
On
June 3, 2025, the Company launched a share repurchase program, authorizing repurchases of up to the lesser of $5.0 million worth of the
Company’s shares or 5.0 million shares, set to expire on April 15, 2028. Repurchases will be made in the open market, with amounts
and timing depending on market conditions and corporate needs. As at June 30, 2026, the Company repurchased 214,222 shares in the open
market at an average price of $0.775 per share, for a total cost of $165,969.22. These repurchases were funded from existing cash reserves
and reduced our cash balance by a corresponding amount.
Subsequent
to June 30, 2026, on July 16, 2026, the Company announced a 1-for-13 reverse share split of its
On
August 3, 2026, the Company received notification from Nasdaq that it
2. Macroeconomic Environment
2.1 Geopolitical Tensions and Market Impacts
The first half of 2026 continued to present an uncertain macroeconomic environment, with global GDP growth facing headwinds from geopolitical conflicts, trade policy shifts, inflationary pressures, and weaker consumer confidence in some regions. The container shipping sector, which is central to CBL’s bunkering operations, navigated an increasingly complex landscape. Seaborne trade showed modest resilience but was significantly affected by vessel rerouting due to the Red Sea crisis and the escalation of Middle East tensions involving Iran in late February and March 2026, which included threats to close the Strait of Hormuz—a critical chokepoint for global energy and shipping.
Oil
price
Our business model incorporates a cost-plus pricing mechanism, ensuring that any changes in market prices are passed directly to customers. As a result, we are not exposed to commodity price volatility, allowing us to maintain stability while benefiting from periods of improved premiums supported by our ability to supply reliably under tight market conditions.
Disruption related to the Strait of Hormuz contributed to shortages in certain supplying regions. CBL successfully secured supplies through its diversified network and continued to meet customer demands without interruption. We were able to capture our customers’ vessel requirements arising from the shift in trade flows toward the Far East, ensuring that our strategic supply chain could respond effectively while maintaining the stability of our offerings.
Broader tensions in the Middle East, including the conflict involving Iran and its ripple effects, further disrupted global shipping and led to higher insurance premiums and increased operational costs for vessel operators in affected regions.
The situation in Ukraine and accompanying sanctions also continued to contribute to instability in energy markets. In response, CBL strictly adheres to its policy of refraining from supplying vessels subject to sanctions as outlined in the United Nations Security Council Consolidated List, which helps mitigate the impact of such conflicts on our operations and reputation.
Despite
the challenges posed by uncertain global economic conditions and geopolitical volatility, our core bunkering operations delivered volume
growth and a return to profitability in 1H 2026. This performance was driven by our diversified customer base, continued focus on operational
efficiency and strategic cost management,
Nevertheless, given the unpredictability of U.S. trade policy, oil prices, geopolitical risks, and regulatory changes, we remain cautiously optimistic yet vigilant about the outlook for the second half of the year.
2.2 Biofuel and Sustainable Marine Fuel Markets
The adoption of biofuels and other sustainable marine fuels continues to accelerate, driven by the IMO’s 2023 GHG Strategy, the EU’s FuelEU Maritime rules, the Mediterranean Emissions Control Area, and the global GHG framework targeted for full implementation by 2028. Long-term consultant projections remain positive, with the sustainable marine fuel market expected to grow at a strong CAGR through 2030.
Short-term volatility in the biofuels segment persisted in 1H2026, influenced by regulatory timing, feedstock economics, and competitive pressures from conventional fuels, as discussed earlier in this report.
CBL remains well positioned for the long-term transition. We continue to offer ISCC-certified B24 biofuel across our key markets. In December 2025, we completed our first LNG bunkering delivery, and the April 2026 acquisition of a 50.5% majority stake in Green Marine Energy Holdings Limited has strengthened our upstream capabilities in sustainable feedstock. These initiatives enhance supply security and open new synergies across the sustainable energy value chain.
As regulatory deadlines approach and fleet decarbonization accelerates, we expect biofuel and sustainable fuel demand to strengthen in a foreseeable future. We remain cautiously optimistic that this segment will contribute positively to volume and profitability going forward.
Results of Operations
The following provides a summary of our consolidated results of operations for the six months ended June 30, 2026 and 2025 (in thousand dollars):
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | Changes | % | |||||||||||||
| Revenue | $ | 395,586 | $ | 265,171 | $ | 130,415 | 49.2 | % | ||||||||
| Gross profit | 6,530 | 2,715 | 3,815 | 140.5 | % | |||||||||||
| Total operating expenses | (3,490 | ) | (3,416 | ) | 74 | 2.2 | % | |||||||||
| Profit/(Loss) from operations | 3,040 | (701 | ) | % | ||||||||||||
| Net interest costs & other expense | (753 | ) | (290 | ) | 463 | % | ||||||||||
| Profit/(Loss) before income taxes | 2,287 | (991 | ) | % | ||||||||||||
| Provision for income taxes | (786 | ) | (1 | ) | 785 | |||||||||||
| Net Income/(loss) | 1,501 | (992 | ) | 2,493 | 251.3 | % | ||||||||||
Revenue. Our consolidated revenue increased by $130,415,000 or 49.2% from approximately $265,171,000 for the six months ended June 30, 2025, to approximately $395,586,000 for the six months ended June 30, 2026. The increase was driven primarily by the surge in global oil prices arising from the escalation of the US-Iran conflict, and secondarily by a 10.9% increase in sales volumes. The increase in our sales volume for the period was driven by the cumulative benefits of earlier network expansion, successful new customer acquisitions, and progressive diversification.
Gross
profit. Our consolidated gross profit for the six months ended June 30, 2026 was
Operating
expenses. Consolidated operating costs and expenses for the six months ended June 30, 2026, were $3,490,000, slightly increased by
$74,000, or 2.2%, compared to the six months ended June 30, 2025. General and
Net
Interest Costs & Other Expenses. For the six months ended June 30, 2026, we incurred interest and other expenses of $753,000,
compared to $290,000 for the six months ended June 30, 2025, an increase of $463,000, or
Net
Income/(Loss). Net
Liquidity & Capital Resources
Liquidity to fund working capital is a significant priority for the Group. Our liquidity consists principally of cash and availability of trade credit or other sources of financing which would be adversely affected by various factors, including the timing of receipts from our customers and payments to our suppliers, changes in fuel prices, as well as our financial performance.
Based on the information currently available, we believe that our cash and cash equivalents as of June 30, 2026, are sufficient to fund our working capital. With regard to capital expenditure requirements, since we adopt an asset-light approach in dealing our businesses, we do not plan and foresee any significant capital expenditure for at least the next twelve months after the financial statements are issued and the foreseeable future thereafter.
Receivables Purchase Agreements. We have accounts receivable programs under receivables purchase agreements (“RPAs”) offered by financial institutions that allow us to sell a specified amount of qualifying accounts receivable and receive cash consideration equal to the total balance, less an associated fee. The RPAs provide the constituent banks with the ability to accept in their discretion any particular customers to the program. The fees the institutions charge us to purchase the receivables from these customers can be impacted by the level of risks associated with these customers.
Receivable backing financing facilities. Under the agreement with financial institutions and banks, cash advances are available to the Group to draw, which is backed by a specified amount of qualifying accounts receivable. The financial institutions have the discretion to accept any particular customers to the program. Interest will be charged on the advances drawn, which are based on the level of risks associated with these customers.
General banking facility. We have a recourse general banking facility with a commercial bank that provides short-term financing for working capital. The facility supports pre-shipment loans (to fund supplier payments before goods are shipped), post-shipment loans, and a limited overdraft facility, subject to the bank’s approval and the overall facility limit. All borrowings under this facility are on a recourse basis.
Program
to issue new shares. The Company entered into a
Working capital
The working capital of the Group is summarized as follows (in thousand dollars):
The Group’s working capital as of June 30, 2026 was $16,110,000, reduced by $3,261,000 from $19,372,000 as of December 31, 2025. The decrease was mainly attributable to the accrued shares purchase commitment arising from acquisition of a 50.5% owned subsidiary, Green Marine Energy Holdings Limited,
Cash Flows
The following table reflects the major categories of cash flows (in thousands).
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash (used in) provided by operating activities | $ | 1,384 | $ | (1,183 | ) | |||
| Net cash used in investing activities | (833 | ) | (3 | ) | ||||
| Net cash used in financing activities | (1,925 | ) | (1,410 | ) | ||||
Operating
Activities. Net cash provided by operating activities of $1,384,000 for the six months ended June 30, 2026, compared to cash used
in
Investing
Activities. Net cash used in investing activities
Financing
Activities. The cash used in
Obligations and commitments
Apart
from trade payables and borrowings from financial institutions, the Company did not enter into any other debt arrangement during the
We structure our trade deals in such a way that in all material aspects, we are not directly exposed to commodity price risk or market price volatility. This is primarily due to the nature that the majority of our contractual agreements incorporate a pass-through mechanism for price fluctuations. Specifically, our contracts include an add-on pricing structure, whereby any increase in market prices is passed on to the customer, and any decrease in market prices results in a corresponding reduction in the price charged to the customer. As a result, we do not bear the risk associated with volatile marine fuel prices, as these fluctuations are directly reflected in the pricing terms agreed upon with our customers. However, in certain circumstances, when there are mismatches in our buy and sell terms and arrangements, under which we will be exposed to market price risks, we will then utilize derivatives as instruments to effectively mitigate the exposure in market price risk to the largest extent. That means we enter into derivative arrangements only when have market price risk exposure with mismatches between buy and sell pricings, thus in all material aspects, we do not have derivative exposure to price fluctuation risks.
Capital
Expenditures. During the
Exhibit 99.2
INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
TABLE OF CONTENTS
| Page(s) | |
| Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 | F-2 |
| Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the six months ended June 30, 2026 and 2025 | F-3 |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2026 and 2025 | F-4 |
| Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 | F-5 |
| Notes to the Unaudited Condensed Consolidated Financial Statements | F-6 |
| F-1 |
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars, except for the number of shares)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current Assets | ||||||||
| Inventory | $ | $ | ||||||
| Cash | ||||||||
| Accounts receivable | ||||||||
| Prepayments and other current assets | ||||||||
| Tax recoverable | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Right-of-use lease assets, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity: | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Tax Payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Short-term lease liabilities | ||||||||
| Derivative Liabilities | ||||||||
| Bank borrowing | ||||||||
| Total current liabilities | ||||||||
| Long-term lease liabilities | ||||||||
| Long Term borrowings | ||||||||
| Total liabilities | ||||||||
| Commitment and contingencies | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares, $par value, shares authorized, and shares issued and outstanding as of June 30, 2026, and December 31, 2025 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock | ( | ) | ( | ) | ||||
| Translation Reserve | ||||||||
| Retained earnings | ||||||||
| Total shareholders’ equity | ||||||||
| Non-controlling interests in subsidiaries | ( | ) | ||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Expressed in U.S. dollars, except for the number of shares)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling and distribution | ||||||||
| General and administrative | ||||||||
| Total operating costs and expenses | ||||||||
| Profit/(Loss) from operations | ( | ) | ||||||
| Other (income) expense: | ||||||||
| Interest expense, net | ||||||||
| Currency exchange loss/(gain) | ||||||||
| Other expense (income), net | ( | ) | ( | ) | ||||
| Total other expenses | ||||||||
| Income/(Loss) before provision for income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net Income/(Loss) | $ | $ | ( | ) | ||||
| Comprehensive Income/(Loss) | $ | $ | ( | ) | ||||
| Attributable to: | ||||||||
| Equity holders of the Company | $ | $ | ( | ) | ||||
| Non-controlling interests | $ | ( | ) | $ | ( | ) | ||
| ( | ) | |||||||
| Basic and diluted earnings/(loss) per ordinary share* | $ | $ | ) | |||||
| Weighted average number of ordinary shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| * | The Company effected a |
| F-3 |
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Expressed in U.S. dollars, except for the number of shares)
Ordinary shares | Ordinary shares amount | Treasury Stocks | Additional paid-in capital |
|
Retained earnings | Non- Controlling Interests | Total shareholders’ equity | |||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | | ||||||||||||||||||||
| Issuance of new shares | * | ( | ) | ( | ) | |||||||||||||||||||||||
| Shares Repurchased | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Acquisition of remaining stake of a subsidiary | ||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||
Ordinary shares | Ordinary shares amount | Treasury Stocks | Additional paid-in capital | Retained earnings | Translation Reserve | Non- Controlling Interests | Total shareholders’ equity | |||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | ) | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Shares repurchase | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Exchange Difference | - | $ | ||||||||||||||||||||||||||||||
| Acquisition of a subsidiary | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Net Profit/(loss) | - | ( | ) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows from operating activities: | ||||||||
| Net Income/(loss) | $ | $ | ( | ) | ||||
| Adjustment to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Depreciation of right-of-use assets | ||||||||
| Change in fair value of derivatives | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepayments and other current assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other liabilities | ( | ) | ( | ) | ||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Taxes payable | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Increase in non-controlling interest | ( | ) | ||||||
| Acquisition of a new subsidiary (partial payment) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from issuance of new ordinary shares | ( | ) | ||||||
| Shares repurchased | ( | ) | ( | ) | ||||
| Repayment of loan | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net (decrease)/ increase in cash | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the year | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| F-5 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars, unless stated otherwise)
1. Organization and Principal Business
CBL
International, or the Company, is a holding company without any operations of its own and owns
The Company is a marine fuel logistics company providing one-stop solutions for vessel refueling, which is referred to as a facilitator in the bunkering industry. The Company facilitates vessel refueling between ship operators and local physical distributors/traders by purchasing marine fuel from suppliers and arranging the delivery of it to customers. While the Group’s primary focus remains on its established bunkering facilitation services, it has taken a measured step to broaden its presence in the sustainable energy supply chain through the distribution of sustainable fuel materials and biofuel supply.
The companies of the Group are listed as follows:
| Entity Name | Place of Incorporation | Percentage of ownership |
Principal activities | |||
| Parent | ||||||
– An Associated Company |
| F-6 |
2. Basis of Presentation, New Accounting Standards, and Significant Accounting Policies
The Unaudited Condensed Consolidated Financial Statements and related notes include all the accounts of the Company and its wholly owned subsidiaries. The Unaudited Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for the purposes of filing the 2026 Interim Report on Form 6-K (“2026 6-K Report”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes included in our 2025 Annual Report on Form 20-F (“2025 20-F Report”). All intercompany transactions have been eliminated in consolidation.
The information included in this 2026 6-K Report should be read in conjunction with the Consolidated Financial Statements and accompanying Notes included in our 2025 20-F Report. Certain amounts in the Unaudited Condensed Consolidated Financial Statements and accompanying Notes may not add due to rounding; however, all percentages have been calculated using unrounded amounts.
Use of Estimates and Judgements
The preparation of the Group’s interim condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.
New Accounting Standards
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2025.
The following new accounting standards and interpretations effective for accounting periods beginning on or after 1 January 2026, do not have a significant impact on the interim financial statements for the period ended 30 June 2026:
| ASU 2025-05 | Financial Instruments—Credit Losses (Topic 326) | |
| : Practical Expedient for Accounts Receivable and Contract Assets |
3. Accounts Receivable and Allowance for Credit Losses
Accounts receivable represents trade receivables from customers. We extend credit to our customers on an unsecured basis. Our exposure to credit losses depends on the financial conditions of them and macroeconomic factors beyond our control, such as global economic conditions or adverse impacts in the industries we serve, changes in oil prices and political instability. The health of our accounts receivable is continuously monitored using a risk-based model, taking into consideration both the timeliness and predictability of collections from our customers. We elected the practical expedient for estimating credit losses on ASC 606 current receivables and contract assets. We maintain a provision for estimated credit losses based upon our historical experience with our customers, along with any specific customer collection issues that we have identified from current financial information and business prospects, as well as any political or economic conditions or other market factors, including certain assumptions based on reasonable forward-looking information from market sources. Principally based on these credit risk factors.
Individual receivables written off when there is information indicating that the counterparty is in severe financial difficulty and the amounts are deemed uncollectible. An accounts receivable written off may still be subject to enforcement activities under our recovery procedures, taking into account legal advice where appropriate. Any subsequent recoveries made are recognized as income in the Consolidated Statements of Income and Comprehensive Income.
The
Company had accounts receivable of $
| F-7 |
The
Group entered into Receivable Purchase Arrangements with some financial institutions to sell certain accounts receivable on a non-recourse
basis for cash less related fees and expenses. Accordingly, those sold accounts receivable in this regard were no longer counted as the
Company’s receivable in the consolidated financial statements. As of June 30, 2026, the Company sold accounts receivable of $
As of the reporting date, all accounts receivable as of June 30, 2026 have been collected.
4. Derivative Instruments
During the six months ended June
30, 2026, the Company generated $
To provide full transparency, these losses stem entirely from our ongoing risk-management program—specifically, purchasing derivative instruments which are classified as non-designated derivatives, to manage fuel price volatility as part of our ordinary course of business activity. These are strictly non-speculative hedging activities designed to protect our operational margins against market fuel price fluctuation; the Company only purchases derivatives when there is a mismatch in the pricing mechanism between the term contracts from the supplier and the customer.
The Company values its derivative instruments using alternative pricing sources and market observable inputs, and accordingly the Company classifies the valuation techniques.
5. Prepayment and other current assets
Prepayment and other current assets as of June 30, 2026, and December 31, 2025, consist of the following:
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Prepayments and other receivables | $ | $ | ||||||
| Deposits | ||||||||
| Total | $ | $ | ||||||
Prepayment and other receivable mainly consist of customers’ invoices factored to a financial institution in 2026 and this amount has been subsequently fully received after end of the financial period.
| F-8 |
Deposits were related to monetary collateral placed with various suppliers to secure credit lines for the purchase of marine fuels.
6. Property, Plant and Equipment
The details of property and equipment are as follows:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Office equipment, furniture and fixtures | $ | $ | ||||||
| Less: accumulated depreciation and amortization | ||||||||
| Office equipment, furniture and fixtures, net | $ | $ | ||||||
During
the six months ended June 30, 2026 and 2025, the Company recorded depreciation charges of approximately $
The details of motor vehicle are as follows:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Motor vehicle | $ | $ | ||||||
| Less: accumulated depreciation | ||||||||
| Motor vehicle, net | $ | $ | ||||||
During
the six months ended June 30, 2026, and 2025, the Company recorded depreciation charges of approximately $
The details of computer software costs are as follows:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Computer software | $ | $ | ||||||
| Less: accumulated amortization | ||||||||
| Computer software costs, net | $ | $ | ||||||
During
the six months ended June 30, 2026, and 2025, the Company recorded amortization charges related to computer software of approximately
$
7. Goodwill
On
April 22, 2026 (the “Acquisition Date”), the Company acquired a
The acquisition of GME expands the Company’s operational footprint and provides further commercial synergies. The Company has consolidated the financial results of GME and its group of companies in its consolidated financial statements from the Acquisition Date forward in accordance with FASB ASC 810.
| F-9 |
The following table summarizes the provisional allocation of the purchase price to the value of the assets acquired and liabilities assumed at the Acquisition Date:
| Purchase Consideration | $ | |||||||
| Less : Discount value of future payment -finance cost to unwind | ( | ) | ||||||
| Less: Net Identifiable Net Assets/ (Liabilities) acquired | ||||||||
| Non- Current Assets | $ | |||||||
| Current Assets | ||||||||
| Current Liabilities | ( | ) | ||||||
| Non-Controlling Interest | ( | ) | ||||||
| $ | ( | ) | ||||||
| Acquired
| ( | ) | ||||||
| Provisional Goodwill | $ |
The above non-current assets include net-book value of office equipment. Current assets include inventory, cash and bank balances, other receivables, prepayment and deposits. Current liabilities include trade and non-trade creditors.
The goodwill is provisional as of June 30, 2026. The Company is in the process of ascertaining and reviewing the valuations of certain special industrial related business permits, licenses and etc in order to identify and allocate the market value on these intangible assets before arriving at Goodwill.
In accordance with FASB ASC 805-10-50-6, the Company will adjust this provisional goodwill during the measurement period (not to exceed one year from the Acquisition Date) if new information is obtained about facts and circumstances that existed as of the Acquisition Date. Any such adjustments to provisional fair values will result in a retrospective-like adjustment to Goodwill, recognized prospectively in the reporting period of the adjustment.
The
Company incurred transaction-related costs of approximately $
8. Interest Income and Interest Expense
The Group was offered certain banking facilities with commercial banks and financial institutions. The facilities were as follows:
| ● | Receivable purchase facilities: The Company may elect payment from the bank and financial institutions with a certain portion of the invoices sold. Interest expenses will be charged on the portion in this respect. |
| ● | Receivable-backed
loan facility in the amount of $ |
| F-10 |
The
interest rates under the factoring agreement range from
The following table provides additional information about the Company’s interest income, interest expense and other financing costs, net for the six months ended June 30, 2026, and 2025:
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Interest income | $ | $ | ||||||
| Interest expense on lease liabilities | ( | ) | ( | ) | ||||
| Interest expense on factoring arrangement | ( | ) | ( | ) | ||||
| Total | $ | ( | ) | $ | ( | ) | ||
9. Commitments and Contingencies
Sales and Purchase Commitments
In our normal course of business, we from time to time, fix purchase commitments associated with our risk management program, as well as purchase contracts with our suppliers, under which we agreed to purchase a certain quantity of marine fuel at future market prices.
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, and the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on its consolidated financial position, cash flows or results of operations. As of June 30, 2026, and December 31, 2025, the Company is not a party to any material legal or administrative proceedings and did not have any significant contingencies.
10. Income Taxes
British Virgin Islands
Under the current laws of the British Virgin Islands, the Company is not subject to any income tax.
Hong Kong
Under
the two-tiered profit tax rate regime of Hong Kong Profits Tax, the first HK$
| F-11 |
Malaysia
Malaysia
Income Tax is calculated at
The income tax provision for the six months ended June 30, 2026, and 2025, consists of the following:
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current: | ||||||||
| Hong Kong | $ | $ | ||||||
| Malaysia | ||||||||
| $ | $ | |||||||
| Deferred | ||||||||
| $ | $ | |||||||
The following is a reconciliation of the Company’s total income tax expense to the loss before income taxes for the six months ended June 30, 2026, and 2025, respectively.
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Profit/(Loss) before provision for income taxes | $ | $ | ( | ) | ||||
| Tax
at the domestic income tax rate of | ( | ) | ||||||
| Tax effect of Hong Kong graduated rates | ( | ) | ||||||
| Foreign tax rate differentials | ( | ) | ||||||
| Non-deductible expenses for tax purpose | ||||||||
| Unrecognized tax benefit | ||||||||
| Utilized tax losses prior year | ( | ) | ( | ) | ||||
| Prior year accrual | ( | ) | ||||||
| Income tax expense | $ | $ | ||||||
11. Revenue Disaggregation
Geographic Information
The following table breaks down revenue for the six months ended June 30, 2026, and 2025, respectively by geographic location of the Company’s revenue. The geographical location is based on the locations at which the marine fuel is delivered to the customers.
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| China | $ | $ | ||||||
| Hong Kong | ||||||||
| Malaysia | ||||||||
| Singapore | ||||||||
| South Korea | ||||||||
| Other | ||||||||
| Total: | $ | $ | ||||||
Other includes primarily Taiwan, Australia and Japan, Belgium, Mauritius, Netherlands, Vietnam, Thailand, and Turkey.
| F-12 |
12. Finance and Operating Leases
The Company leases offices. The leases are for periods of two to five years.
For the six months ended June 30, 2026, and 2025, the Company recognized the following total lease cost related to the Company’s lease arrangements:
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Finance lease and operating lease costs | ||||||||
| Expenses relating to short-term leases | ||||||||
| Total lease cost | $ | $ | ||||||
As of June 30, 2026, the Company’s remaining lease payments are as follows:
| Leases | ||||
| (Unaudited) | ||||
| 2026 | $ | |||
| 2027 | ||||
| Total remaining lease payments (undiscounted) | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Supplemental balance sheet information related to leases:
| Classification | As of June 30, 2026 | As of December 31, 2025 | ||||||||
| (Unaudited) | ||||||||||
| Assets: | ||||||||||
| Operating lease assets | Right-of-use lease assets | $ | $ | |||||||
| Operating leases | ||||||||||
| Lease Liability - current | Current liabilities – lease liabilities | $ | $ | |||||||
| Lease liability – non-current | Non-current liabilities – lease liabilities | $ | $ | |||||||
Other information related to leases for the six months ended June 30, 2026 and 2025:
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Weighted-average remaining lease term (years) - operating leases | ||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from finance leases | $ | $ | ||||||
| Operating cash flows from operating leases | $ | $ | ||||||
13. Issuance of new shares
During the six months ended June 30, 2026, there was issuance of new shares.
During the six months ended June 30, 2026, the Company repurchased ordinary shares at an average price of $ per share totaling $118,736. The shares repurchased are to be kept as treasury shares.
15. Subsequent event
(the “Board”) in its sole discretion and the effective date of such share consolidation (the “Effective Date”) to be determined by the Board in its sole discretion, but in no event shall the Effective Date occur later than August 27, 2026.
. The objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.
Beginning with the opening of trading on July 20, 2026, the Class B Ordinary Shares have begun trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “BANL” but under a new CUSIP number of G1991X133.
| F-13 |
Exhibit 99.3
Press Release
For immediate release
CBL INTERNATIONAL LIMITED
(Incorporated in the Cayman Islands with limited liabilities)
CBL
International Reports
Demonstrating Resilience Amid Geopolitical Volatility and Delivering Tangible Results from Multi-Year Network Investments
Kuala
Lumpur, August
1H 2026 Financial and Operational Highlights
| ● | Revenue
of $395.59 million, an increase of 49.2% year-on-year, driven primarily by higher marine fuel prices amid geopolitical | |
| ● | Sales volume grew 10.9%, supported by the cumulative benefits of multi-year network expansion, successful new customer acquisitions, and progressive customer diversification. | |
| ● | Gross profit increased 140.5% to $6.53 million. Gross profit margin expanded 63 basis points to 1.65% from 1.02% in 1H2025, reflecting the Company’s ability to secure reliable supply and fulfill customer requirements at competitive pricing amid heightened market volatility. | |
| ● | Returned to profitability with net income of approximately $1.50 million, compared with a net loss of $992,000 in 1H2025, mainly attributable to higher sales volumes, improved gross profit margin, continued operating expense discipline, and better operational efficiency. | |
| ● | Global service network expanded to more than 70 ports across Asia Pacific, Europe, Australia, Africa, and Central America, strengthening CBL’s position as a global one-stop marine fuel logistics platform. | |
| ● | In
April 2026, acquired a 50.5% majority stake in Green Marine Energy Holdings Limited, expanding upstream into sustainable feedstock
distribution and strengthening physical | |
| ● | Banking facilities expanded as of June 30, 2026, providing enhanced financial flexibility to support working capital and growth initiatives. | |
| ● | Subsequent
events: On July 16, 2026, the Company announced a 1-for-13 reverse share split of its | |
Financial Performance Overview
The Company reported consolidated revenue of $395.59 million for the six months ended June 30, 2026, representing a 49.2% increase from $265.17 million in the same period of 2025. The increase was driven primarily by the surge in global oil prices arising from the escalation of Middle East geopolitical tensions and secondarily by the 10.9% growth in sales volume.
| 1 |
Gross profit rose 140.5% to $6.53 million from $2.71 million, while gross profit margin expanded from 1.02% in 1H2025 to 1.65% in 1H2026. This 63-basis-point improvement reflects CBL’s strengthened ability to secure reliable supply and meet elevated customer demand at competitive pricing amid tighter Middle East bunker availability and heightened market volatility. The multi-year investments in network coverage and supplier relationships enabled the Company to capture demand arising from vessel rerouting while protecting and expanding margins.
Total operating expenses increased by 2.2% year-on-year to $3.49 million from $3.42 million, demonstrating continued cost discipline. Selling and distribution expenses increased by (+9.6%) in line with higher volumes, while general and administrative expenses remained at the same level as the same period in 2025. The Company recorded operating income of $3.04 million compared with an operating loss of $701,000 in 1H2025, and net income of approximately $1.50 million compared with a net loss of $992,000 in the prior-year period.
Strategic Expansion and Operational Excellence
CBL’s multi-year strategy of port expansion and supplier development continued to deliver tangible results. As of 30 June 2026, the Company’s global service network had expanded to more than 70 ports, enabling it to serve key global trade routes with competitive pricing and reliable delivery.
Asia
Pacific remained the primary revenue driver. Elevated bunker demand arising from vessels redirected away from the Middle East toward
Far East and intra-Asia corridors was captured through the strengthened regional network. Sales concentration among the top five customers
declined to below 60% (compared with 60.4% in 1H2025 and 66.7% in 1H2024), while revenue from the top 12 global container liner customers
increased to 68.6% from 60.1%. Customers acquired within the past two years contributed 23.5% of total sales during the
Despite
significant geopolitical disruptions—including the escalation of Middle East conflicts involving Iran, threats to close the Strait
of Hormuz in March 2026, ongoing Red Sea instability, and the impacts of U.S. tariff policies—CBL demonstrated strong resilience.
CBL’s diversified supplier network enabled the Company to secure supplies under constrained conditions and
It remains the Company’s strict policy to refrain from supplying vessels subject to sanctions, with reference to the United Nations Security Council Consolidated List—a policy upheld rigorously throughout the period.
A
key strategic development was the April 2026 acquisition of a 50.5% majority stake in Green Marine Energy Holdings Limited. Green Marine
operates complementary businesses in sustainable feedstock distribution and licensed bunkering of conventional and biofuels in Malaysian
waters. This investment enhances CBL’s upstream capabilities, supports integrated biofuel supply chain development, and strengthens
its physical
Management Commentary and Future Outlook
Dr.
Teck Lim Chia, Chairman and CEO of CBL International Limited, stated, “Our first half results mark an important milestone. Our
return to profitability was driven by the tangible payoff from multi-year investments in our global supplier network and operational
capabilities. Despite significant geopolitical disruptions and market volatility, we grew sales volume by 10.9% and expanded our gross
profit margin by 63 basis points. The acquisition of a majority stake in Green Marine further positions us upstream in the sustainable
fuel value chain and strengthens our physical
As
regulatory frameworks for maritime decarbonization continue to evolve and customer demand for lower-carbon fuels is expected to strengthen,
CBL is well positioned with ISCC certifications, an expanding sustainable energy portfolio, and the Green Marine platform. We remain
focused on disciplined cost management, further network expansion, and capturing opportunities across both conventional and sustainable
marine fuels to deliver sustainable growth and long-term shareholder
Looking ahead, CBL expects to:
| ● | Further integrate Green Marine’s feedstock distribution and Malaysian bunkering capabilities, while scaling biofuel offerings and exploring LNG and methanol solutions to support customers’ decarbonization goals. |
| 2 |
| ● | Maintain disciplined cost management, continue to increase operational efficiency and leverage expanded banking facilities and capital markets tools to support working capital, growth initiatives, and potential shareholder return programs. | |
| ● | Remain vigilant regarding geopolitical risks, oil price volatility, U.S. trade policy developments, and regulatory changes, while staying cautiously optimistic about the outlook for the second half of 2026 and beyond. |
About CBL International Limited
CBL International Limited (Nasdaq: BANL) is the listing vehicle of Banle Group, a reputable marine fuel logistics company based in the Asia Pacific region that was established in 2015. We are committed to providing customers with one-stop solution for vessel refueling, which is referred to as a bunkering facilitator in the bunkering industry. We facilitate vessel refueling mainly through local physical suppliers in over 70 major ports covering Australia, Belgium, China, Hong Kong, India, Japan, Korea, Malaysia, Mauritius, Netherlands, Panama, the Philippines, Singapore, Taiwan, Thailand, Turkey, and Vietnam. While the Group’s primary focus remains on its established bunkering facilitation services, it has taken a measured step to broaden its presence in the sustainable energy supply chain through the distribution of sustainable fuel materials and biofuel supply. The Group actively promotes the use of alternative fuels and holds the ISCC EU and ISCC Plus certifications, as well as an EcoVadis Silver Medal. For more information about our company, please visit our website at https://www.banle-intl.com.
Forward-Looking Statements
Certain statements in this announcement are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan,” “should,” “would,” “plan,” “future,” “outlook,” “potential,” “project” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. They involve known and unknown risks and uncertainties and are based on various assumptions, whether or not identified in this press release and on current expectations of BANL’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of BANL. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, fuel prices and tariffs, market, financial, political and legal conditions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.
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CBL INTERNATIONAL LIMITED
(Incorporated in the Cayman Islands with limited liabilities)
For more information, please contact:
CBL International Limited
Email: investors@banle-intl.com
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