[6-K] CMB.TECH NV Current Report (Foreign Issuer)
Filing Impact
Filing Sentiment
Form Type
6-K
CMB.TECH NV completed a strategic acquisition of Golden Ocean Group in 2025, initially buying 81,363,730 shares at $14.49 per share for a total purchase price of $1.2 billion and recognizing $172 million of goodwill. Following additional open-market purchases CMB.TECH owned 98,400,204 Golden Ocean shares (≈49.4%) as of June 30, 2025 and announced a stock-for-stock merger based on an exchange ratio of 0.95 CMB.TECH shares per Golden Ocean share, creating a combined group of more than 250 vessels. The filing records significant fleet transactions and disposals that generated material capital gains (including $96.7 million and other gains), newbuild orders for ammonia-powered and hydrogen-capable vessels, a $2.0 billion syndicated facilities agreement to refinance merger-related debt, and capital commitments of $1.9 billion. The report lists extensive risk factors including merger integration, debt service and SOFR volatility, ESG and regulatory compliance, potential litigation, cyber security, and demand shifts away from oil. Interim financial statements were prepared under IAS 34 and Golden Ocean was consolidated as a subsidiary from March 12, 2025.
Positive
- Completed strategic acquisition of Golden Ocean with consolidation as a subsidiary (control from March 12, 2025).
- Material fleet scale-up creating a combined group with >250 vessels, increasing market presence and potential operational synergies.
- Signed long-term financing: $2.0 billion syndicated facilities agreement to refinance merger-related debt and support operations.
- Active fleet renewal with orders for ammonia-powered and hydrogen-ready vessels and multiple newbuild deliveries.
- Realized significant sale gains on vessel disposals (e.g., combined gains including $96.7 million and other reported net gains).
Negative
- Integration and execution risk from the merger with Golden Ocean, including potential failure to realize expected benefits and employee retention challenges.
- Increased leverage and refinancing risk given large financing commitments, sale-and-leaseback arrangements and exposure to SOFR volatility.
- Extensive regulatory and ESG risk including emissions regulation, EU Taxonomy impacts, carbon-related taxes and potential activism or litigation.
- Fair value and goodwill exposure with $172 million of goodwill recognized and material revaluations of acquired net assets.
- Operational risks such as vessel breakdowns, off-hire events, and potential reduced demand from energy transition away from oil.
Insights
TL;DR: Acquisition and consolidation materially expand fleet and financing capacity but increase leverage and integration risk.
The acquisition of Golden Ocean and subsequent consolidation transform CMB.TECH into a significantly larger, diversified maritime group with a combined fleet exceeding 250 vessels and enhanced market presence in dry bulk. The $1.2 billion initial purchase, recognition of $172 million goodwill and step-up to ~49.4% ownership by June 30, 2025 materially affect balance sheet composition and goodwill exposure. The $2.0 billion syndicated facility provides refinancing capacity for merger-related obligations but introduces sizable committed leverage. Reported capital gains from fleet disposals improve near-term cash generation. Key near-term metrics investors should note from the filing: $1.9 billion capital commitments, $746.3 million installments on 42 vessels under construction, and mortgage-backed vessel financings. The filing explicitly lists numerous operational, regulatory and market risks that could affect cash flows and asset valuations.
TL;DR: The stock-for-stock merger and step acquisitions create scale and liquidity but require careful integration and shareholder approvals.
CMB.TECH executed a sequence of transactions: an initial share purchase from Hemen, open-market follow-ons, and a Term Sheet for a stock-for-stock merger at a 0.95 exchange ratio. Accounting treatment follows IFRS 3 with acquisition accounting and step acquisition rules under IFRS 10.B96 for subsequent holdings. The merger increases free float and cross-listings and was closed on August 20, 2025 per the filing. Material considerations disclosed include potential dissenting shareholder appraisal rights, contingent liabilities, and the conversion of non-controlling interests. The company recognized identifiable asset revaluations and goodwill; purchase consideration and fair-value measurements will materially affect consolidated equity and future earnings volatility during integration.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month September 2025
Commission File Number: 001-36810
De Gerlachekaai 20
2000 Antwerpen
Belgium
+32-3-247-44-11
(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 ý Form 40-F ¨
2 | ||
CMB.TECH | Financial Report HY 2025 |
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
This report on Form 6-K of CMB.TECH NV ("CMB.TECH" or the "Company") includes the following:
•Cautionary statement regarding forward-looking statements;
•Unaudited condensed consolidated interim financial statements for the six-month period ended June
30, 2025:
◦Unaudited condensed consolidated interim statement of financial position;
◦Unaudited condensed consolidated interim statement of profit or loss;
◦Unaudited condensed consolidated interim statement of comprehensive income;
◦Unaudited condensed consolidated interim statement of changes in equity;
◦Unaudited condensed consolidated interim statement of cash flows; and
•Notes to the unaudited condensed consolidated interim financial statements;
The information contained in this report on Form 6-K is hereby incorporated by reference to the
Company's registration statement on Form F-3 (File No. 333-289724) that was filed with the U.S. Securities
Exchange Commission effective August 20, 2025.
3 | ||
CMB.TECH | Financial Report HY 2025 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Matters discussed in this report may constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to
encourage companies to provide prospective information about their business. Forward-looking
statements include statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which are other than statements of
historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and are including this cautionary statement in connection therewith. This report and any other
written or oral statements made by us or on our behalf may include forward-looking statements, which
reflect our current views with respect to future events and financial performance, and are not intended to
give any assurance as to future results. When used in this document, the words “believe,” “expect,”
“anticipate,” “estimate,” “intend,” “seek”, “plan,” “target,” “project,” “potential”, “continue”, “contemplate”,
“possible”, “likely,” “may,” “might”, “will,” “would,” “could” and similar expressions, terms, or phrases may
identify forward-looking statements.
These forward-looking statements are not historical facts, but rather are based on current expectations,
estimates, assumptions and projections about the business and our future financial results and readers
should not place undue reliance on them. The forward-looking statements in this report are based upon
various assumptions, many of which are based, in turn, upon further assumptions, including without
limitation, management’s examination of historical operating trends, data contained in our records and
other data available from third parties. Although we believe that these assumptions were reasonable
when made, because these assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure
you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to important factors and matters discussed elsewhere in this report, and in the documents
incorporated by reference herein, important factors that, in our view, could cause our actual results and
developments to differ materially from those discussed in the forward-looking statements may include but
are not limited to:
•the strength of world economies, including the central bank policies intended to combat overall
inflation and rising interest rates, and adverse fluctuations of foreign exchange rates;
•factors affecting the duration of voyage contracts, the actual amount of downtime and our backlogs;
•general market conditions, including the markets for our vessels, significant fluctuations in charter
rates, spot charter rates, and vessel values (including residual values and steel prices);
•the state of the global financial markets which may adversely impact availability of additional financing
and refinancing at rates and on terms acceptable to us, as well as our ability to obtain such, or to
comply with the restrictive and other covenants in our financing arrangements, or to obtain hedging
instruments at reasonable costs;
•the impact of the U.S. presidential and congressional election results affecting the economy, future
laws and regulations and trade policy matters, such as increased trade protectionism, the imposition of
tariffs and other import restrictions impacting the maritime shipping industry;
•international, national or local economic, social or political conditions, including the recent hostilities
between Israel and Iran and related conflicts in the Middle East such as the Houthi attacks in the Red
Sea and the Gulf of Aden and developments in Ukraine, any of which could increase at any time and
that could adversely affect us;
•potential disruption of shipping routes due to accidents, environmental factors (such as severe
weather events at sea or at port locations), geopolitical events, public health threats, international
hostilities including acts by terrorists or acts of piracy on ocean-going vessels;
•general domestic and international geopolitical conditions, including trade tensions between China and
the United States, trade wars and disagreements between oil producing countries, including illicit crude
oil trades;
•Volatility in demand, increased competition or reduction in contract values;
•our business strategy, including our ability to succeed in executing our decarbonization strategy, and
other plans and objectives for growth and future operations, including planned and unplanned capital
4 | ||
CMB.TECH | Financial Report HY 2025 |
expenditures, or failure to execute on our strategy to procure low sulfur fuel oil at reasonable prices
and the associated commodity risk;
•Risks relating to our completed merger with Golden Ocean Group Limited, including our ability to
successfully integrate Golden Ocean's business and the risk that some of all of the expected benefits of
the merger fail to materialize or occur within the anticipated time periods;
•risks that the merger disrupts our current plans and potential difficulties in our employee retention as
a result thereof;
•the outcome of any legal proceedings that may be instituted against us or Golden Ocean related to the
merger;
•our ability to generate cash to meet our debt service and other obligations;
•risks related to the ability to project future cash utilization and reserves needed for contingent future
liabilities and business operations;
•our levels of operating and maintenance costs, including fuel and bunker costs, drydocking and
insurance costs;
•risks relating to delays in, or increases in the cost of, already ordered newbuild vessels and the risk of a
failure to obtain contracts for such newbuild vessels potential liability from pending or future
litigations;
•environmental, social and governance (“ESG”) expectations of investors, banks and other stakeholders
and related costs of compliance with our ESG targets and objectives, and in particular failure to meet
our targets under our decarbonization strategy, making our fleet future proof ("green”) and failure to
find and execute on related partnerships;
•our dependence on key personnel and the availability of skilled workers, including seafarers, and the
related labor costs;
•the failure to protect our information systems against security breaches, or the failure or unavailability
of these systems for a significant period of time, as a result of cyber-attacks which may disrupt our
business operations, and our inability to secure cyber-insurance at reasonable costs;
•the shift from oil towards other energy sources such as electricity, natural gas, liquefied natural gas,
hydrogen, ammonia or other fuels for which there would be no need for maritime transportation;
•technology and product risk including those associated with energy transition, fleet/systems
rejuvenation to alternative propulsion, and availability of green fuel at strategic locations;
•any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, or other applicable regulations
relating to bribery;
•volatility of interest rate benchmarks under our financial agreements (under the Secured Overnight
Financing Rate (“SOFR”));
•volatility in the price of our securities due to a variety of factors, including changes in the competitive
markets in which we plan to operate, variations in performance across competitors, changes in laws
and regulations affecting such business and changes in the combined capital structure;
•vessel breakdowns and instances of off-hire;
•the supply of and demand for vessels comparable to ours, including against the background of
possibly accelerated climate change transition worldwide which would have an accelerated negative
effect on the demand for oil and thus maritime transportation of crude oil;
•reputational risks, including related to climate change and the nature of our business, and our inability
to adapt our business model in the face of any rapid decline in oil consumption;
•compliance with governmental, tax (including carbon related), environmental (including emissions
reductions) and safety regulations and regimes and related costs;
•potential liability from future litigations related to claims raised by public-interest organizations or
activism with regard to failure to adapt to or mitigate climate impact;
•increased cost of capital or limiting access to funding due to European Union (“EU”) Taxonomy or
relevant territorial taxonomy regulations;
•any non-compliance with existing environmental regulations applicable to us;
•new environmental regulations and restrictions, whether at a global level stipulated by the
International Maritime Organization (“IMO”), and/or imposed by regional or national authorities such
as the EU or individual countries;
•our incorporation under the laws of Belgium and the different rights to relief that may be available
compared to other countries, including the United States;
•treatment of the Company as a "passive foreign investment company" by U.S. tax authorities;
•the failure of counterparties to fully perform their contracts with us, and in particular our ability to
obtain indemnities from customers;
•adequacy of insurance coverage;
•changes in laws, treaties or regulations affecting us or the industries we operate in; and
•the inability of our subsidiaries to declare or pay dividends.
5 | ||
CMB.TECH | Financial Report HY 2025 |
These factors and the other risk factors described in this annual report and other reports that we furnish
or file with the U.S. Securities and Exchange Commission or the SEC, are not necessarily all of the
important factors that could cause actual results or developments to differ materially from those
expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could
harm our results. Consequently, there can be no assurance that actual results or developments
anticipated by us will be realized or, even if substantially realized, that they will have the expected
consequences to, or effects on, us. These forward looking statements are made only as of the date of this
report. These forward looking statements are not guarantees of our future performance, and actual
results and developments may vary materially from those projected in the forward looking statements.
Given these uncertainties, prospective investors are cautioned not to place undue reliance on such
forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as
required by law, to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Given these uncertainties, prospective investors are cautioned
not to place undue reliance on such forward-looking statements. We undertake no obligation, and
specifically decline any obligation, except as required by law, to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise.
CONDENSED INTERIM FINANCIAL STATEMENTS AND
PREPARATION BASE
This document contains the condensed consolidated interim financial statements for the six-month period
ended June 30, 2025. The financial report has been prepared in accordance with International Financial
Reporting Standards issued by the International Accounting Standards Board (IASB) and as adopted by the
European Union, collectively "IFRS".
Throughout this report, all references to “CMB.TECH,” the "Company,” “we,” “our,” and “us” refer to
CMB.TECH NV and its subsidiaries. Unless otherwise indicated, all references to “U.S. dollars,” “USD,”
“dollars,” “US$” and “$” in this annual report are to the lawful currency of the United States of America and
references to “Euro,” “EUR,” and “€” are to the lawful currency of Belgium.
6 | ||
CMB.TECH | Financial Report HY 2025 |
Unaudited condensed consolidated interim statement of financial
position
(in thousands of USD)
Note | June 30, 2025 | December 31, 2024 | ||||
ASSETS | ||||||
Non-current assets | ||||||
Vessels | 12 | |||||
Assets under construction | 12 | |||||
Right-of-use assets | 12 | |||||
Other tangible assets | 12 | |||||
Prepayments | 12 | |||||
Intangible assets | 13 | |||||
Goodwill | 13 | |||||
Receivables | 20 | |||||
Investments | 25 | |||||
Deferred tax assets | - | |||||
Total non-current assets |
7 | ||
CMB.TECH | Financial Report HY 2025 |
Current assets | ||||||
Inventory | 21 | |||||
Trade and other receivables | 22 | |||||
Current tax assets | - | |||||
Cash and cash equivalents | - | |||||
Non-current assets held for sale | 8 | |||||
Total current assets | ||||||
TOTAL ASSETS | ||||||
EQUITY and LIABILITIES | ||||||
Equity | ||||||
Share capital | - | |||||
Share premium | - | |||||
Translation reserve | 14 | ( | ||||
Hedging reserve | 14 | |||||
Treasury shares | 14 | ( | ( | |||
Retained earnings | - | |||||
Equity attributable to owners of the Company | ||||||
Non-controlling interest | ||||||
Total equity | ||||||
Non-current liabilities | ||||||
Bank loans | 16 | |||||
Other notes | 16 | |||||
Other borrowings | 16 | |||||
Lease liabilities | 16 | |||||
Other payables | 17 | |||||
Employee benefits | - | |||||
Deferred tax liabilities | - | |||||
Total non-current liabilities | ||||||
Current liabilities | ||||||
Trade and other payables | 17 | |||||
Current tax liabilities | - | |||||
Bank loans | 16 | |||||
Other notes | 16 | |||||
Other borrowings | 16 | |||||
Lease liabilities | 16 | |||||
Provisions | 23 | |||||
Total current liabilities | ||||||
TOTAL EQUITY and LIABILITIES | ||||||
8 | ||
CMB.TECH | Financial Report HY 2025 |
The accompanying notes on pages 12 to 54 are an integral part of these condensed consolidated interim financial statements | ||||||
9 | ||
CMB.TECH | Financial Report HY 2025 |
Unaudited condensed consolidated interim statement of profit or loss
(in thousands of USD except per share amounts)
Note | 2025 | 2024 | ||||||
Jan. 1 - Jun. 30, 2025 | Jan. 1 - Jun. 30, 2024 | |||||||
Shipping income | ||||||||
Revenue | 9 | |||||||
Gains on disposal of vessels/other tangible assets | 12 | |||||||
Other operating income | 9 | |||||||
Total shipping income | ||||||||
Operating expenses | ||||||||
Raw materials and consumables | - | ( | ( | |||||
Voyage expenses and commissions | 10 | ( | ( | |||||
Vessel operating expenses | 10 | ( | ( | |||||
Charter hire expenses | - | ( | ( | |||||
Depreciation tangible assets | 12 | ( | ( | |||||
Amortisation intangible assets | 13 | ( | ( | |||||
Impairment losses | - | ( | ||||||
General and administrative expenses | 10 | ( | ( | |||||
Total operating expenses | ( | ( | ||||||
RESULT FROM OPERATING ACTIVITIES | ||||||||
Finance income | 11 | |||||||
Finance expenses | 11 | ( | ( | |||||
Net finance expenses | ( | ( | ||||||
Share of profit (loss) of equity accounted investees (net of income tax) | 25 | |||||||
PROFIT (LOSS) BEFORE INCOME TAX | ||||||||
Income tax benefit (expense) | - | ( | ( | |||||
PROFIT (LOSS) FOR THE PERIOD | ||||||||
Attributable to: | ||||||||
Owners of the company | 15 | |||||||
Non-controlling interest | ( | |||||||
Basic earnings per share | 15 | |||||||
Diluted earnings per share | 15 | |||||||
Weighted average number of shares (basic) | 15 | |||||||
Weighted average number of shares (diluted) | 15 | |||||||
The accompanying notes on pages 12 to 54 are an integral part of these condensed consolidated interim financial statements | ||||||||
10 | ||
CMB.TECH | Financial Report HY 2025 |
Unaudited condensed consolidated interim statement of
comprehensive income
(in thousands of USD)
Note | 2025 | 2024 | ||||||
Jan. 1 - Jun. 30, 2025 | Jan. 1 - Jun. 30, 2024 | |||||||
Profit/(loss) for the period | ||||||||
Other comprehensive income (expense), net of tax | ||||||||
Items that will never be reclassified to profit or loss: | ||||||||
Remeasurements of the defined benefit liability (asset) | - | |||||||
Items that are or may be reclassified to profit or loss: | ||||||||
Foreign currency translation differences | - | ( | ||||||
Cash flow hedges - effective portion of changes in fair value | 14 | ( | ||||||
Other comprehensive income (expense), net of tax | ||||||||
Total comprehensive income (expense) for the period | ||||||||
Attributable to: | ||||||||
Owners of the company | ||||||||
Non-controlling interest | ( | |||||||
The accompanying notes on pages 12 to 54 are an integral part of these condensed consolidated interim financial statements | ||||||||
11 | ||
CMB.TECH | Financial Report HY 2025 |
Unaudited condensed consolidated interim statement of changes in equity
(in thousands of USD)
(in thousands of USD) | Note | Share capital | Share premium | Trans- lation reserve | Hedging reserve | Treasury shares | Retained earnings | Equity attributable to owners of the Company | Non- controlling interest | Total equity |
Balance at January 1, 2024 | ( | |||||||||
Profit (loss) for the period | — | — | — | — | — | — | — | |||
Total other comprehensive income (expense) | — | — | — | ( | — | — | ||||
Total comprehensive income (expense) | — | — | ( | — | — | |||||
Transactions with owners of the company | ||||||||||
Business Combination | 24 | — | — | — | — | — | ( | ( | — | ( |
Dividends to equity holders | — | — | ( | — | — | — | ( | ( | — | ( |
Treasury shares acquired | — | — | — | — | — | ( | — | ( | — | ( |
Total transactions with owners | — | ( | — | — | ( | ( | ( | — | ( | |
Balance at June 30, 2024 | ( | ( |
12 | ||
CMB.TECH | Financial Report HY 2025 |
Note | Share capital | Share premium | Trans- lation reserve | Hedging reserve | Treasury shares | Retained earnings | Equity attributable to owners of the Company | Non- controlling interest | Total equity | |
Balance at January 1, 2025 | ( | ( | ||||||||
Profit (loss) for the period | — | — | — | — | — | — | ( | |||
Total other comprehensive income (expense) | 14 | — | — | ( | — | — | — | |||
Total comprehensive income (expense) | — | — | ( | — | ( | |||||
Transactions with owners of the company | ||||||||||
Business Combination - initial purchase | 24 | — | — | — | — | — | — | |||
Business Combination - subsequent purchases | 24 | — | — | — | — | — | ( | ( | ||
Dividends to non-controlling interest | 14 | — | — | — | — | — | — | ( | ( | |
Total transactions with owners | — | — | — | — | — | |||||
Balance at June 30, 2025 | ( | |||||||||
The accompanying notes on pages 12 to 54 are an integral part of these condensed consolidated interim financial statements | ||||||||||
13 | ||
CMB.TECH | Financial Report HY 2025 |
Unaudited condensed consolidated interim statement of cash flows
Note | 2025 | 2024 | ||||||
(in thousands of USD) | Jan. 1 - Jun. 30, 2025 | Jan. 1 - Jun. 30, 2024 | ||||||
Cash flows from operating activities | ||||||||
Profit (loss) for the period | ||||||||
Adjustments for: | ( | |||||||
Depreciation of tangible assets | 12 | |||||||
Amortisation of intangible assets | 13 | |||||||
Impairment losses (reversals) | - | |||||||
Provisions | - | ( | ( | |||||
Income tax (benefits)/expenses | - | |||||||
Share of profit of equity-accounted investees, net of tax | 25 | ( | ( | |||||
Net finance expense | 11 | |||||||
(Gain)/loss on disposal of assets | 12 | ( | ( | |||||
(Gain)/loss on disposal of subsidiaries | 9 | ( | ||||||
Changes in working capital requirements | ( | |||||||
Change in cash guarantees | - | ( | ( | |||||
Change in inventory | 21 | ( | ||||||
Change in receivables from contracts with customers | 22 | |||||||
Change in accrued income | 22 | ( | ||||||
Change in deferred charges | 22 | ( | ||||||
Change in other receivables | 22 | |||||||
Change in trade payables | 17 | |||||||
Change in accrued payroll | 17 | ( | ||||||
Change in accrued expenses | 17 | ( | ( | |||||
Change in deferred income | 17 | |||||||
Change in other payables | - | ( | ||||||
Income taxes paid during the period | - | ( | ( | |||||
Interest paid | - | ( | ( | |||||
Interest received | - | |||||||
Dividends received from other investments | 25 | |||||||
Net cash from (used in) operating activities | ||||||||
Acquisition of vessels and vessels under construction | 12 | ( | ( | |||||
Proceeds from the sale of vessels | 12 | |||||||
Acquisition of other tangible assets | 12 | ( | ( | |||||
Acquisition of intangible assets | 13 | ( | ( | |||||
Proceeds from the sale of other (in)tangible assets | 12 | |||||||
Net cash on deconsolidation / sale of subsidiaries | - | |||||||
Investments in other companies | 20 | ( | ||||||
Loans from (to) related parties | 25 | ( |
14 | ||
CMB.TECH | Financial Report HY 2025 |
Repayment of loans from related parties | - | ( | ||||||
Acquisition of a subsidiary, net of cash acquired | 24 | ( | ( | |||||
Lease payments received from finance leases | - | |||||||
Net cash from (used in) investing activities | ( | ( | ||||||
(Purchase of) Proceeds from sale of treasury shares | 14 | ( | ||||||
Proceeds from new borrowings | 16 | |||||||
Repayment of borrowings | 16 | ( | ( | |||||
Repayment of lease liabilities | 16 | ( | ( | |||||
Repayment of commercial paper | 16 | ( | ( | |||||
Repayment of sale and leaseback | 16 | ( | ( | |||||
Transaction costs related to issue of loans and borrowings | 16 | ( | ( | |||||
Dividends paid | 14 | ( | ( | |||||
Acquisition of non-controlling interest | 24 | ( | ||||||
Net cash from (used in) financing activities | ( | |||||||
Net increase (decrease) in cash and cash equivalents | ( | |||||||
Net cash and cash equivalents at the beginning of the period | - | |||||||
Effect of changes in exchange rates | - | ( | ( | |||||
Net cash and cash equivalents at the end of the period | - | |||||||
The accompanying notes on pages 12 to 54 are an integral part of these condensed consolidated interim financial statements | ||||||||
15 | ||
CMB.TECH | Financial Report HY 2025 |
Notes to the condensed consolidated interim financial statements for
the six-month period ended June 30, 2025
Note 1 - Reporting entity |
Note 2 - Basis of preparation |
Note 3 - Use of judgements and estimates |
Note 4 - Changes in significant accounting policies |
Note 5 - Changes in consolidation scope |
Note 6 - Significant events |
Note 7 - Segment reporting |
Note 8 - Assets held for sale and discontinued operations |
Note 9 - Revenue and other operating income |
Note 10 - Expenses for shipping activities |
Note 11 - Net finance expenses |
Note 12 - Property, plant and equipment |
Note 13 - Intangible assets and goodwill |
Note 14 - Equity |
Note 15 - Earnings per share |
Note 16 - Interest-bearing loans and borrowings |
Note 17 - Trade and other payables |
Note 18 - Financial instruments |
Note 19 - Deferred tax assets and liabilities |
Note 20 - Non-current receivables |
Note 21 - Bunker inventory |
Note 22 - Trade and other receivables |
Note 23 - Provisions and contingencies |
Note 24 - Business Combination |
Note 25 - Investments |
Note 26 - Subsequent events |
Note 27 - Standards issued but not yet effective |
Note 28 - Statement on the true and fair view of the consolidated financial statements and the fair overview of the management report |
16 | ||
CMB.TECH | Financial Report HY 2025 |
Note 1 - Reporting entity
CMB.TECH NV (the “Company”) is a company domiciled in Belgium. The address of the Company’s
registered office is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The condensed consolidated interim
financial statements ("interim financial statements") as at and for the six months ended June 30, 2025
comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests
in associates and joint ventures.
Note 2 - Basis of preparation
These condensed consolidated interim financial statements have been prepared in accordance with lAS 34
Interim Financial Reporting. They do not include all the information required for a complete set of IFRS
annual financial statements and should therefore be read in conjunction with the consolidated financial
statements for the year ended December 31, 2024 that have been prepared in accordance with
International Financial Reporting Standards issued by the International Accounting Standards Board (IASB)
and as adopted by the European Union, collectively "IFRS".
Changes to and new significant accounting policies are described in Note 4.
These condensed consolidated interim financial statements were authorized for issue by the Supervisory
Board on August 25, 2025.
Note 3 - Use of judgements and estimates
The preparation of interim financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group's accounting policies and the key
sources of estimation uncertainty were the same as those described in the consolidated last annual
financial statements with the exception of the control assessment relating to the participation in Golden
Ocean Group Limited.
On March 4, 2025, the Company announced that it entered into a share purchase agreement with Hemen
Holding Limited ("Hemen") for the acquisition of 81,363,730 shares in Golden Ocean Group Limited
("Golden ocean") representing approximately 40.8 % of Golden Ocean's issued and outstanding voting
shares at a price of USD 14.49 per share. Following the closing of the Share Purchase on March 12, 2025,
CMB.TECH holds 40.8 % of Golden Ocean's outstanding common shares. As the remaining shareholdings
are widely dispersed and no contractual agreements are in place with other shareholders regarding
preferred voting rights, the shareholding of 40.8 % is considered a majority shareholding. Based on voting
patterns at the three most recent shareholder meetings, it can be concluded that, following completion of
the share purchase on March 12, 2025, CMB.TECH holds significantly more voting rights than any other
shareholder or organized group of shareholders, resulting in de facto power through voting rights. The
Company has assessed that control has been obtained in accordance with IFRS 10 as of that date,
Consequently, Golden Ocean was fully integrated as a subsidiary within CMB.TECH's consolidated
accounts.
A number of the Group's accounting policies and disclosures require the measurement of fair values, for
both financial and non-financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. This
includes a valuation team that has overall responsibility for overseeing all significant fair value
measurements, including Level 3 fair values, and reports directly to the CFO.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third
party information, such as broker quotes or pricing services, is used to measure fair values, then the
17 | ||
CMB.TECH | Financial Report HY 2025 |
valuation team assesses the evidence obtained from the third parties to support the conclusion that such
valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such
valuations should be classified. Significant valuation issues are reported to the Group Audit and Risk
Committee.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as
possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used
in the valuation techniques as follows.
•Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
•Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels
of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level
of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting
period during which the change has occurred.
Further information about the assumptions made in measuring fair values are included in the following
notes:
•Note 8 - Assets and liabilities held for sale and discontinued operations and
•Note 18 - Financial Instruments
•Note 24 - Business Combination
•Note 25 - Investments
Note 4 - Changes in significant accounting policies
The accounting policies adopted in the preparation of these condensed consolidated interim financial
statements are consistent with those applied in the Group's consolidated financial statements as at and
for the year ended December 31, 2024, that have been prepared in accordance with IFRS.
During the current financial period, the Group has adopted all the new and revised Standards and
Interpretations issued by the International Accounting Standards Board (IASB) and the International
Financial Reporting Interpretations Committee (IFRIC) of the IASB as adopted by the European Union and
effective for the accounting year starting on January 1, 2025. The Group has not applied any new IFRS
requirements that are not yet effective as per June 30, 2025.
The following new Standards, Interpretations and Amendments issued by the IASB and the IFRIC as
adopted by the European Union are effective for the financial period:
•Lack of exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)
On August 15, 2023, the IASB issued Lack of Exchangeability which amended IAS 21 The Effects of Changes in
Foreign Exchange Rates (the Amendments). The Amendments arose as a result of a submission received by
the IFRS Interpretations Committee about the determination of the exchange rate when there is a long-
term lack of exchangeability. IAS 21, prior to the Amendments, did not include explicit requirements for
the determination of the exchange rate when a currency is not exchangeable into another currency, which
led to diversity in practice.
The Committee recommended that the IASB develop narrow-scope amendments to IAS 21 to address this
issue. After further deliberations, the IASB issued an exposure draft of the proposed amendments to IAS
21 in April 2021 and the final amendments were issued in August 2023. The Amendments introduce
requirements to assess when a currency is exchangeable into another currency and when it is not. The
Amendments require an entity to estimate the spot exchange rate when it concludes that a currency is not
exchangeable into another currency.
18 | ||
CMB.TECH | Financial Report HY 2025 |
The adoption of these new standards and amendments has not led to major changes in the Group’s
accounting policies.
19 | ||
CMB.TECH | Financial Report HY 2025 |
Note 5 - Changes in consolidation scope
On February 26, 2025, the entity CMB.TECH Bermuda Ltd. was established and 100% incorporated.
On March 4, 2025, the Company announced that it entered into a share purchase agreement with Hemen
Holding Limited ("Hemen") for the acquisition of 81,363,730 shares in Golden Ocean Group Limited
("Golden Ocean") representing 40.8 % of Golden Ocean’s issued and outstanding voting shares at a price of
$14.49 per share. On March 12, 2025, CMB.TECH NV, through its subsidiary, purchased from Hemen the
diversification and investing in a modern dry bulk fleet.
The Company applied acquisition accounting in accordance with IFRS 3. The total purchase price was
$1.2 billion. After identifying and measuring the identifiable assets and liabilities, a revaluation of the net
assets of $639 million was recognized. Based on the share in the net assets at fair value, a goodwill of
$172 million was recognized in the consolidated statement of financial position (see Note 24).
Management has strong belief in the dry bulk market and expects significant growth in the business.
On June 30, 2025, CMB.TECH NV owned an aggregate of 98,400,204 shares in Golden Ocean after the
purchase of additional shares in March and April 2025 (see Note 6), representing 49.4 % of Golden Ocean's
outstanding voting shares.
Besides the transactions as described above, no new subsidiaries were established or acquired, nor were
Note 6 - Significant events
On December 31, 2024, CMB.TECH has sold the Suezmax Cap Lara (2007 - 158,826 dwt) for $33.2 million.
The vessel was accounted for as a non-current asset held for sale as at December 31, 2024, and had a
carrying value of $14.4 million. The sale generated a gain of $18.8 million and was recognized upon
delivery to the new owner on March 10, 2025.
On January 7, 2025, the Company took delivery of the Newcastlemax Mineral Portugal (2025 - 210,754
dwt).
On January 9, 2025, FRS Windcat Offshore Logistics Limited entered into a €22.9 million ($23.8 million)
senior secured amortizing term loan facility which replaces the €9.5 million Senior Secured Credit Facility
and will also be used to finance the acquisition of the Hydrocat 55, FRS Windcat 61, FRS Windcat 62, FRS
Windcat 64 and FRS Windcat 65. The facility has been concluded with Rabobank and carries a fixed interest
rate of 4.15 % during the first 3 years and a floating interest rate of EURIBOR plus a margin, which is still to
be determined, thereafter. The facility has a duration of 5 years.
On January 13, 2025, Windcat Workboats International BV, a subsidiary of CMB.TECH, has ordered a
newbuild hydrogen powered (dual fuel) multifunctional port utility vessel (MPHUV) with Neptune
Construction for an amount of $6.1 million. Delivery is scheduled end 2025, beginning 2026.
On January 23, 2025, the Company took delivery of the Newcastlemax Mineral Osterreich (2025 - 210,761
dwt).
On January 27, 2025, VLCC Alsace (2012 – 299,999 dwt) has successfully been delivered to its new owner.
The vessel was accounted for as a non-current asset held for sale as at December 31, 2024, and had a
carrying value of $69.4 million. The net gain on the vessel amounts to $27.5 million and was recognized
upon delivery to her new owners on January 27, 2025.
On February 4, 2025, Ammonia Carrier AS, a subsidiary of CMB.TECH Enterprises, has successfully
concluded a pre- and post-delivery multicurrency revolving facility on a 1,400 TEU newbuild container
vessel for a total commitment of $26.3 million. The facility has a tenor of 7 years as from delivery.
On March 4, 2025, the Company announced that it entered into a share purchase agreement with Hemen
Holding Limited ("Hemen") for the acquisition of 81,363,730 shares in Golden Ocean, see Note 5.
20 | ||
CMB.TECH | Financial Report HY 2025 |
On March 4, 2025, we entered into a $1.4 billion bridge facilities agreement with KBC Bank NV, Crédit
Agricole CIB and Société Générale in view of the acquisition of shares in Golden Ocean. The bridge facilities
agreement has an initial term of 9 months with the possibility to extend its term twice with an additional 6
months.
On March 12, 2025, CMB.TECH NV, through its subsidiary, purchased from Hemen the 81,363,730 shares
in Golden Ocean.
On March 24, 2025, CMB.TECH NV announced that it has signed an agreement with Mitsui O.S.K. Lines,
Ltd. (“MOL”) and MOL CHEMICAL TANKERS PTE. LTD. (“MOLCT”) for nine ammonia-powered vessels. These
vessels will be among the world's first ammonia-powered Newcastlemax bulk carriers and chemical
tankers. The delivery of these ships is expected between 2026 and 2029. This agreement between MOL/
MOLCT, and CMB.TECH involves nine ammonia-powered ships. Three ammonia-fitted 210,000 dwt
Newcastlemax bulk carriers currently on order at Qingdao Beihai Shipyard will be jointly owned by
CMB.TECH and MOL and chartered to MOL for a period of 12 years each. Six chemical tankers - two
ammonia-fitted and four ammonia-ready - have been ordered at China Merchants Jinling Shipyard
(Yangzhou) by CMB.TECH and chartered to MOLCT for 10 and 7 years each respectively. The
Newcastlemaxes will be delivered in 2026 and 2027, whilst the chemical tankers’ delivery is expected in
2028 and 2029.
On March 26, 2025, the Company took delivery of CTV Hydrocat 60.
On March 27, 2025, CMB.TECH NV filed a Schedule 13D/A to report that CMB.TECH NV indirectly acquired
27, 2025, CMB.TECH NV owned an aggregate of 88,711,007 shares in Golden Ocean, representing
approximately 44.5 % of Golden Ocean's outstanding voting shares.
On April 3, 2025, CMB.TECH NV filed a Schedule 13D/A to report that CMB.TECH NV indirectly acquired
2025, CMB.TECH NV owned an aggregate of 98,400,204 shares in Golden Ocean, representing
approximately 49.4 % of Golden Ocean's outstanding voting shares.
On April 7, 2025, CMB.TECH has successfully concluded a pre- and post delivery term loan facility for the 5
VLCC’s that it currently has on order. The total commitment is $392.7 million with a tenor of 2 years (pre-
delivery) and 12 years (post-delivery).
On April 10, 2025, the Company took delivery of the Newcastlemax Mineral Suomi (2025 - 210,000 dwt).
On April 14, 2025, CMB.TECH announced that it signed an agreement with Fortescue to charter a new
ammonia-powered vessel featuring a dual fuel engine. The 210,000 -dwt vessel is part of CMB.TECH’s series
of large dry bulk carriers currently on order at Qingdao Beihai Shipyard and is expected to be delivered to
Fortescue by the end of next year. It will play a vital role taking iron ore from the Pilbara to customers in
China and around the world.
On April 22, 2025, CMB.TECH and Golden Ocean announced that they signed a term sheet (the “Term
Sheet”) for a contemplated stock-for-stock merger, with CMB.TECH as the surviving entity, based on an
exchange ratio of 0.95 shares of CMB.TECH for each share of Golden Ocean (the “Exchange Ratio”), subject
to customary adjustments.
On April 23, 2025, the Company took delivery of the Newcastlemax Mineral Sverige (2025 - 210,000 dwt).
On April 30, 2025, CMB.TECH announced that it had sold three VLCCs, Iris (2012, 314,000 dwt), Hakone
(2010 - 302,624 dwt) and Hakata (2010 - 302,550 dwt) as part of its fleet rejuvenation. The sales generated
a total capital gain of $96.7 million. Iris has been delivered to their new owners on May 7, 2025 and
Hakone on July 8, 2025 respectively. Hakata will be delivered in the beginning of September 2025.
On May 8, 2025, CMB.TECH signed a $2,000 million facilities agreement with a bank syndicate comprising a
term loan facility of up to $1,250 million and a revolving credit facility of up to $750 million and acceded by
Golden Ocean on June 19, 2025. The facility was entered into with the purpose to refinance existing debt
facilities due to the planned merger between Golden Ocean and CMB.TECH NV.
On May 23, 2025, the Company took delivery of the Newcastlemax Mineral Polska (2025 - 210,000 dwt).
21 | ||
CMB.TECH | Financial Report HY 2025 |
On May 28, 2025, CMB.TECH and Golden Ocean announced that they signed an agreement and plan of
merger (the "Merger Agreement") for a stock-for-stock merger, as contemplated by the term sheet
previously announced on April 22, 2025.
On June 23, 2025, the Company took delivery of the Newcastlemax Mineral Cesko (2025 - 210,000 dwt).
As of the date of this report. the Company refinanced the facilities $180 million, $40 million, $150 million,
$360 million, $275 million, $80 million, $250 million and lease facilities $85 million and $260 million with
the $2,000 million facility mentioned above. Further, in July and August 2025, the Company terminated
interest rate swaps in Golden Ocean with the total notional amount of $400 million thereby receiving
settlement of $18.9 million.
22 | ||
CMB.TECH | Financial Report HY 2025 |
Note 7 - Segment reporting
The Group distinguishes three divisions: the Marine division, the H2 Infra division and the H2 Industry
division. These three divisions operate in different markets and eight operating segments are identified.
•Marine: the Marine division is the largest division in the Group. It builds, owns, operates and designs a
wide range of low and zero-carbon ships and features a fleet with hydrogen-powered vessels such as
Crew Transfer Vessels, ferries, Commissioning Service Operations Vessels, and tugboats, alongside
ammonia-powered large bulk carriers, container ships, chemical and crude oil tankers. The Marine
division consists of 6 operating segments: Euronav, Bocimar, Delphis, Bochem, Windcat, and Port
vessels.
•H2 Infra: the H2 Infra division is developing and securing the green molecule supply. The Company
integrates and manages key technology and infrastructure for the production and distribution of green
hydrogen and ammonia.
•H2 Industry: H2 Industry is a provider of scalable dual fuel industrial applications. Its proven
combustion technology enables the company to develop heavy-duty hydrogen-powered applications.
Although not all operating segments meet the definition of a reportable segment in IFRS 8, the Group
voluntarily discloses the related information since reported in this way to the CODM.
The segment profit or loss figures and key assets as set out below are presented to the Chief Operating
Decision Maker (CODM) and the Management Board on at least a quarterly basis to help the key decision
makers in evaluating the respective segments. Following the acquisition of CMB.TECH Enterprises in
February 2024, the markets in which the Group operates have expanded. Consequently, the Group has
decided to update its segment reporting in 2024 to reflect these changes. Additionally, please note that
the Floating Storage Units (FSOs) have been incorporated into the Euronav segment under the Euronav
brand name.
Following the acquisition of Golden Ocean in 2025, Golden Ocean has been incorporated ino the Bocimar
segment. Even though Golden Ocean has material business activities and is currently reporting separately,
management reviews performance at the combined dry bulk level as the activities, risks, customers, and
economic characteristics are identical. Presenting both under Bocimar therefore provides the most
accurate and consistent view of the Group's dry bulk activities.
23 | ||
CMB.TECH | Financial Report HY 2025 |
June 30, 2025 | |||||||||||
Marine | H2 Infra | H2 Industry | Less: Eliminations | Total | |||||||
Euronav | Bocimar | Delphis | Bochem | Windcat | Port vessels | Total | |||||
Revenue | |||||||||||
Profit (loss) before income tax | ( | ( | ( | ( | |||||||
Non-current assets | ( | ||||||||||
Current assets | ( | ||||||||||
TOTAL ASSETS | ( | ||||||||||
Equity | ( | ||||||||||
Non-current liabilities | ( | ||||||||||
Current liabilities | ( | ||||||||||
TOTAL LIABILITIES | ( | ||||||||||
24 | ||
CMB.TECH | Financial Report HY 2025 |
June 30, 2024 | |||||||||||
Marine | H2 Infra | H2 Industry | Less: Eliminations | Total | |||||||
Euronav | Bocimar | Delphis | Bochem | Windcat | Port vessels | Total | |||||
Revenue | |||||||||||
Profit (loss) before income tax | ( | ( | ( | ||||||||
December 31, 2024 | |||||||||||
Non-current assets | ( | ||||||||||
Current assets | ( | ||||||||||
TOTAL ASSETS | ( | ||||||||||
Equity | |||||||||||
Non-current liabilities | ( | ||||||||||
Current liabilities | ( | ||||||||||
TOTAL LIABILITIES | ( | ||||||||||
25 | ||
CMB.TECH | Financial Report HY 2025 |
Note 8 - Assets and liabilities held for sale and discontinued
operations
Assets held for sale
On May 21, 2024, the Company sold the VLCC Alsace (2012 - 299,999 dwt) for $96.9 million. The vessel was
accounted for as a non-current asset held for sale as from June 30, 2024 and had a carrying value of
$69.4 million. The net gain on the vessel amounts to $27.5 million and was recognized upon delivery to its
new owners during the first quarter of 2025.
On December 31, 2024, CMB.TECH has sold the Suezmax Cap Lara (2007, 158,826 dwt) for $33.2 million.
The vessel was accounted for as a non-current asset held for sale as at December 31, 2024, and had a
carrying value of $14.4 million. A net gain of $18.8 million was realized upon delivery to her new owners in
the first quarter of 2025.
The Windcat 6 has been sold, after 18 years of service on December 18, 2024 for an amount of
$268 thousand. The CTV was accounted for as a non-current asset held for sale as at December 31, 2024,
and had a carrying value of $48 thousand. The sale generated a gain $220 thousand and was recognized
upon delivery to the new owner on March 13, 2025.
On June 27, 2024, the Management Board formally decided to commit to a plan to sell Suezmax vessels
Statia (2006 - 150,205 dwt) and Cap Felix (2008 - 158,765 dwt) and VLCC vessels Hakata (2010 - 302,550
dwt) and Ingrid (2012 - 314,000 dwt). It is noted that Suezmaxes Statia and Cap Felix and VLCC Hakata have
been successfully sold. Statia and Cap Felix were sold for a combined net sales price of $83.6 million, had a
combined carrying value of $31.7 million and generated a net gain of $51.9 million recognized in the
second half of 2024. With respect to VLCC Ingrid, there has been no immediate interested buyers for an
extended period. Accordingly, Management has determined that it is no longer appropriate to maintain
the vessel’s classification as an ‘Asset Held for Sale’ under IFRS 5. The vessel has therefore been
reclassified as an ‘Owned Vessel,’ and depreciation has been recognized retroactively for the period from
June 27, 2024, to June 30, 2025.
On April 16, 2025, the Company sold the VLCCs Hakone (2010 - 302,624 dwt) and Hakata (2010 - 302,550
dwt). Both vessels are accounted for as an asset held for sale as at June 30, 2025 and have a combined
carrying value of $74.2 million. The net gain on the vessels amounts to $39.3 million and will be recognized
upon delivery to its new owners during the third quarter of 2025.
Discontinued operations
As of June 30, 2025 and as of December 31, 2024 the Group had no
discontinued operations.
26 | ||
CMB.TECH | Financial Report HY 2025 |
Note 9 - Revenue and other operating income
June 30, 2025 | |||||||||||
Marine | H2 Infra | H2 Industry | Less: Eliminations | Total | |||||||
Euronav | Bocimar | Delphis | Bochem | Windcat | Other | Total | |||||
Pool Revenue | |||||||||||
Spot Voyages | |||||||||||
Revenue from contracts with customers | |||||||||||
Time Charters | |||||||||||
Lease income | |||||||||||
Other | |||||||||||
Total revenue | |||||||||||
Other income | ( | ||||||||||
27 | ||
CMB.TECH | Financial Report HY 2025 |
June 30, 2024 | |||||||||||
Marine | H2 Infra | H2 Industry | Less: Eliminations | Total | |||||||
Euronav | Bocimar | Delphis | Bochem | Windcat | Other | Total | |||||
Pool Revenue | |||||||||||
Spot Voyages | |||||||||||
Revenue from contracts with customers | |||||||||||
Time Charters | |||||||||||
Lease income | |||||||||||
Total revenue | |||||||||||
Other income | ( | ||||||||||
expansion is mainly the result of the acquisition of Golden Ocean, which became effective as of March 12, 2025. In addition, 10 newbuild drybulk vessels were
delivered and added to the fleet since June 30, 2024. The increase in the number of dry bulk vessels fully offsets the decline in spot revenue from the tanker division,
which was primarily attributable to a reduced number of tanker vessels in the fleet.
Spot revenue growth was partially offset by a decrease in pool revenue, primarily due to a reduction in the number of tanker vessels active in the pool.
Time charter revenue increased compared to the same period in the prior year, mainly due to the higher number of vessels employed on time charter, including
those acquired through the Golden Ocean transaction.
Other operating income comprises revenues related to the day-to-day commercial operation of the fleet that are not directly attributable to specific voyages. The
decrease in other operating income during the first half of 2025 is mainly the result of non-recurring items recognized in the first half of 2024. These included the gain
on the sale of Euronav Ship Management Hellas, liquidated damages received in connection with the sale of the N-class vessels (Noble, Nectar, and Newton), and
claim settlements.
28 | ||
CMB.TECH | Financial Report HY 2025 |
Note 10 - Expenses for shipping activities
For the six month period ended | ||||||
(in thousands of USD) | June 30, 2025 | June 30, 2024 | ||||
Commissions paid | ( | ( | ||||
Bunkers | ( | ( | ||||
Other voyage related expenses | ( | ( | ||||
Total voyage expenses and commissions | ( | ( | ||||
The voyage expenses and commissions increased in the first six months of 2025 compared to the same
period in 2024 mainly due to an increase in bunker costs and other voyage related expenses.
The increase in bunker cost and commissions paid in the first semester of 2025 is mainly due to the
integration of the Golden Ocean vessels as of March 12, 2025 and thus more vessels operating on the
spot. For vessels operated on the spot market, voyage expenses are paid by the shipowner while voyage
expenses for vessels under a time charter contract, are paid by the charterer. Voyage expenses for vessels
operated in a Pool, are paid by the Pool.
The majority of other voyage expenses are port costs and agency fees which are owner's expenses on
voyage charters. Port costs vary depending on the number of spot voyages performed and the number
and type of ports. This also increases significantly due to the acquisition of the Golden Ocean fleet as per
March 12, 2025.
For the six month period ended | ||||||
(in thousands of USD) | June 30, 2025 | June 30, 2024 | ||||
Operating expenses | ( | ( | ||||
Insurance | ( | ( | ||||
Total vessel operating expenses | ( | ( | ||||
The operating expenses relate mainly to the crewing, technical and other costs to operate vessels. Crewing
costs are related to crew wages, travel and victualling costs. Technical costs relate mainly to maintenance,
spare parts and forwarding costs. Other costs are mainly port cost and costs for certifications and
inspections. The increase in operating expenses is mainly related to the increase of number of vessels in
the fleet during the first half of 2025 compared to 2024. This is primarily attributable due to the acquisition
of Golden Ocean Group Ltd as per March 12, 2025 and newbuild drybulk vessels delivered during the year.
29 | ||
CMB.TECH | Financial Report HY 2025 |
For the six month period ended | |||||||
(in thousands of USD) | June 30, 2025 | June 30, 2024 | |||||
Wages and salaries | ( | ( | |||||
Social security costs | ( | ( | |||||
Activated costs | |||||||
Other employee benefits | ( | ( | |||||
Employee benefits | ( | ( | |||||
Administrative expenses | ( | ( | |||||
Tonnage Tax | ( | ( | |||||
Claims | ( | ||||||
Provisions | |||||||
Total general and administrative expenses | ( | ( | |||||
The general and administrative expenses which include amongst others: shore staff wages, director fees,
consulting and audit fees and tonnage tax, increased in the first six months of 2025 compared to the same
period in 2024.
The increase compared to 2024 was related to both an increase in administrative expenses and an
increase in employee benefits mainly due to the integration of Golden Ocean as per March 12, 2025 (see
30 | ||
CMB.TECH | Financial Report HY 2025 |
Note 11 - Net finance expenses
For the six month period ended | |||||
(in thousands of USD) | June 30, 2025 | June 30, 2024 | |||
Interest income | |||||
Foreign exchange gains | |||||
Finance income | |||||
Interest expense on financial liabilities measured at amortized cost | ( | ( | |||
Interest leasing | ( | ( | |||
Fair value adjustment on interest rate swaps | ( | ||||
Other financial charges | ( | ( | |||
Foreign exchange losses | ( | ( | |||
Finance expense | ( | ( | |||
Net finance expenses | ( | ( | |||
Interest expense on financial liabilities measured at amortized cost increased in the first six months of
2025 compared to the same period in 2024. This increase was related to an increase in interest expenses
on bank loans due to a higher average outstanding debt in 2025 compared to the same period last year.
Interest leasing is the interest on lease liabilities.
The increase in foreign exchange losses is primarily attributable to the decline in the EUR/USD exchange
rate, which had a negative impact on the outstanding loan balances under the Group’s EUR-denominated
facilities.
31 | ||
CMB.TECH | Financial Report HY 2025 |
Note 12 - Property, plant and equipment
(in thousands of USD) | Note | Vessels | Vessels under construction | Right-of- use assets | Other tangible assets | Pre- payments | Total PPE |
At January 1, 2025 | |||||||
Cost | — | ||||||
Depreciation & impairment losses | — | ( | ( | ( | ( | ||
Net carrying amount | |||||||
Acquisitions | — | ||||||
Acquisitions through business combinations | 24 | ||||||
Disposals and cancellations | — | ( | ( | ( | |||
Depreciation charges | — | ( | ( | ( | ( | ||
Transfer to assets held for sale | 8 | ||||||
Impairments | — | ( | ( | ||||
Transfers | — | ( | ( | ||||
Translation differences | — | ||||||
Balance at June 30, 2025 | |||||||
At June 30, 2025 | |||||||
Cost | — | ||||||
Depreciation & impairment losses | — | ( | ( | ( | ( | ||
Net carrying amount |
In the first six months of 2025, the Hakata, Golden Saint, Golden Zheijang, KSL Seoul, Golden Forward and
Golden Skies have been dry-docked. The cost of planned repairs and maintenance is capitalized and
included under the heading Acquisitions.
On January 7, 2025, the Company took delivery of the super-eco Newcastlemax Mineral Portugal (2025 -
On January 23, 2025, the Company took delivery of the super-eco Newcastlemax Mineral Osterreich (2025
- 210,761 dwt).
On March 26, 2025, the Company took delivery of CTV Hydrocat 60.
On April 10, 2025, the Company took delivery of the super-eco Newcastlemax Mineral Suomi (2025 -
On April 23, 2025, the Company took delivery of the super-eco Newcastlemax Mineral Sverige (2025 -
On May 23, 2025, the Company took delivery of the super-eco Newcastlemax Mineral Polska (2025 -
On June 23, 2025, the Company took delivery of the super-eco Newcastlemax Mineral Cesko (2025 -
The Group had forty-two vessels under construction at June 30, 2025, for an aggregate amount of
installments paid of $746.3 million. The amounts presented within "vessels under construction" relate to
32 | ||
CMB.TECH | Financial Report HY 2025 |
carriers, eight chemical tankers, six CSOVs (Commissioning Service Operations Vessels), two coaster vessel
of 5,000 dwt, one 1,400 TEU ammonia-powered container vessel, four Hydrocat CTVs (Crew Transfer
Vessel) and one Multi Purpose Harbour Vessel. The Group capitalizes borrowing costs related to the
financing of the newbuild vessels as reported under vessels under construction. As per June 30, 2025, the
total amount that was capitalized amounts to $10.8 million at an average interest rate of 7 %.
The other tangible assets include the Hydrotug, the hydrogen refuelling station and a range of machinery,
equipment and vehicles.
Disposal of assets – Gains/losses
(in thousands of USD) | Note | Sale price | Book Value | Gain | Loss |
Alice - Sale | — | ||||
Anne - Sale | — | ||||
Aquitaine - Sale | — | ||||
Dominica - Sale | — | ||||
Desirade - Sale | — | ||||
Alboran - Sale | — | ||||
Aral - Sale | — | ||||
Andaman - Sale | — | ||||
Hatteras - Sale | — | ||||
Delos - Sale | — | ||||
Doris - Sale | — | ||||
Derius - Sale | — | ||||
Camus - Sale | — | ||||
Oceania - Sale | — | ||||
Noble - Sale | — | ||||
Nectar - Sale | — | ||||
Newton - Sale | — | ||||
CMA CGM Baikal - Sale | — | ||||
Corporate | — | ||||
For the six month period ended June 30, 2024 | |||||
Sale price | Book Value | Gain | Loss | ||
Alsace - Sale | — | ||||
Cap Lara - Sale | — | ||||
Windcat 6 - Sale | — | ||||
Iris - Sale | — | ||||
Golden Ioanari - Sale | — | ||||
Golden Keen - Sale | — | ||||
For the six month period ended June 30, 2025 | |||||
33 | ||
CMB.TECH | Financial Report HY 2025 |
On May 21, 2024, the Company sold the VLCC Alsace (2012 - 299,999 dwt) for $96.9 million. The vessel was
accounted for as a non-current asset held for sale as at December 31, 2024. The VLCC has successfully
been delivered to its new owner during the first quarter of 2025 generating a capital gain of $27.5 million.
On December 31, 2024, the Company sold the VLCC Cap Lara (2007 - 158,826 dwt) for $33.2 million. The
vessel was accounted for as a non-current asset held for sale as at December 31, 2024, and had a carrying
value of $14.4 million. The vessel was delivered to her new owner on March 10, 2025, generating a net
capital gain of $18.8 million and was recorded in the consolidated statement of profit or loss in the first
quarter of 2025.
The Windcat 6 has also been sold, after 18 years of service. The sale generated a capital gain of
$0.2 million. The vessel was delivered to its new owner on March 13, 2025.
On March 14, 2025, the Company sold the VLCC Iris (2012 - 314,000 dwt) for a net sale price after
commission of $100.0 million. The vessel was delivered during the second quarter of 2025 and the net
gain of $57.1 million on the transaction was recognized in the consolidated statement of profit or loss.
On June 25, 2025, the vessel Golden Ioanari was successfully delivered to her new owners. The sale was
completed on March 21, 2025. The vessel had a carrying amount equal to the agreed sale price. As a
result, no gain or loss was recognized on the transaction.
On April 3, 2025, the Company sold the vessel Golden Keen for a net sale price of $16.8 million. The vessel
was delivered on June 2, 2025, and a capital gain of $0.2 million was recognized in the consolidated
statement of profit or loss.
Marine
Based on the impairment indicator analysis conducted for the period ending June 30, 2025, the Group has
not identified any impairment triggers within its Marine division that require further impairment testing.
Both internal and external impairment indicators, including asset performance, market valuations, and
macroeconomic conditions, have been thoroughly assessed. The review is supported by independent
broker valuations which indicate that the fair market value of the fleet exceeds its carrying value. The
same analysis was conducted for the year ending December 31, 2024 and for the year ending December
31, 2023.
However, it was noted that the Golden Zhoushan (2011 - 175,853 dwt) was sold pursuant to a
Memorandum of Agreement signed on July 3, 2025, for a sale price of $22.1 million, less a 1 % commission.
The vessel’s carrying amount at the time of sale was $26.5 million, resulting in a capital loss of $4.5 million.
As of June 30, 2025, an impairment charge was recognized in the consolidated statement of profit or loss.
Accordingly, as of the reporting date, no further impairment adjustments are required for the Group’s
assets within the Marine division. The Management Board, under supervision of the Supervisory Board,
will continue to evaluate potential impairment risks on an ongoing basis, ensuring timely responses to any
significant changes in market conditions or operational performance.
Security
All vessels financed with bank loans are subject to a mortgage to secure bank loans (see Note 16).
As at June 30, 2025 the Group's total capital commitment amounts to $1.9 billion (December 31, 2024:
$2.4 billion). These capital commitments can be detailed as follows:
34 | ||
CMB.TECH | Financial Report HY 2025 |
(in thousands of USD) | Total | 2025 | 2026 | 2027 | 2028 | 2029 | ||||||
Commitments in respect of: | ||||||||||||
Tankers | ||||||||||||
Dry bulk vessels | ||||||||||||
Container vessels | ||||||||||||
Chemical tankers | ||||||||||||
CSOVs | ||||||||||||
Total | ||||||||||||
The current newbuilding program of the Group comprises the following:
–5 eco-type VLCCs,
–2 eco-type Suezmaxes,
–12 Newcastlemax bulk carriers,
–8 chemical tankers,
–6 CSOVs (Commissioning Service Operation Vessel),
–2 coasters of 5,000 dwt,
–1 ammonia-powered container vessel with a capacity of 1,400 TEU,
–2 dual-fuel bitumen tankers.
35 | ||
CMB.TECH | Financial Report HY 2025 |
Note 13 - Intangible assets and goodwill
(in thousands USD) | Note | Customer contracts | Other intangible assets | Total intangible assets | Goodwill | |||||
At January 1, 2025 | ||||||||||
Cost | - | |||||||||
Depreciation | - | ( | ( | ( | ||||||
Net carrying amount | ||||||||||
Acquisitions | - | |||||||||
Acquisitions through business combinations | 24 | |||||||||
Depreciation charges | - | ( | ( | ( | ||||||
Translation differences | - | |||||||||
Balance at June 30, 2025 | ||||||||||
At June 30, 2025 | ||||||||||
Cost | - | |||||||||
Depreciation & impairment losses | - | ( | ( | ( | ||||||
Net carrying amount |
In connection with the acquisition in 2022 of the remaining 50
paid was related to an intangible asset (customer contracts with NOC for the service part, i.e. recharge of
opex, maintenance and crew). Management estimated the fair value of the intangible asset related to the
service component of the NOC contract, resulting in a value of $16.6 million at May 31, 2022. This amount
will be depreciated till the end of the contractual service, or until July 21, 2032 and September 21, 2032
respectively.
The goodwill recognized relates to the acquisition of Golden Ocean Group Ltd. (see Note 24). The
recognition of goodwill reflects management’s strong confidence in the long-term prospects of the dry
bulk market and the expected growth of the business segment. The resulting goodwill is recognized on the
statement of financial position and will be subject to annual impairment testing in accordance with
applicable accounting standards. As of June 30, 2025, the assessment did not identify any impairment
indicators.
36 | ||
CMB.TECH | Financial Report HY 2025 |
Note 14 - Equity
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the
financial statements of foreign operations.
June 30, 2025 | ||||||
(in thousands of USD) | Notional Value | Fair Value - Assets | Fair Value - Liabilities | Change recognised in OCI | ||
Interest rate swaps | ||||||
$ | ( | |||||
June 30, 2024 | ||||||
(in thousands of USD) | Notional Value | Fair Value - Assets | Fair Value - Liabilities | Change recognised in OCI | ||
Interest rate swaps | ||||||
$ | ||||||
half of 2024 to $161.1 million, entered into several Interest Rate Swaps (IRSs) for a combined notional
value of $109.4 million. These IRSs are used to hedge the risk related to the fluctuation of the SOFR rate
and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments
have been measured at their fair value; effective changes in fair value have been recognized in OCI and
the ineffective portion has been recognized in profit or loss. These IRSs are matching the repayment
profile of the facility and mature on March 31, 2030. The notional value of these instruments at June 30,
2025 amounted to $102.2 million. The fair value of these instruments at June 30, 2025 amounted to $0.4
million (see Note 17, 20 and 22) and $(1.8 ) million has been recognized in OCI in 2025.
Treasury shares
As of June 30, 2025 and December 31, 2024 CMB.TECH NV owned 25,807,878
Distributions
The total amount of dividends declared by the Supervisory Board in the first six months of 2025 was $0
million. $5.4 million was paid in the first six months of 2025 of which $5.0 million was distributed by
Golden Ocean to the owners of the Company. Golden Ocean also distributed $5.1 million to the non-
controlling interest.
37 | ||
CMB.TECH | Financial Report HY 2025 |
Note 15 - Earnings per share
Basic earnings per share
The calculation of basic earnings per share was based on a result attributable to ordinary shares and a
weighted average number of ordinary shares outstanding during the six month period ended June of each
year, calculated as follows:
Result attributable to ordinary shares
For the six month period ended | ||||||
June 30, 2025 | June 30, 2024 | |||||
Result for the period (in USD) | ||||||
Weighted average number of ordinary shares | ||||||
Basic earnings per share (in USD) | ||||||
Weighted average number of ordinary shares
(in shares) | Shares issued | Treasury shares | Shares outstanding | Weighted number of shares | |
On issue at January 1, 2025 | |||||
Issuance of shares | |||||
Purchases of treasury shares | |||||
Withdrawal of treasury shares | |||||
Transfer of treasury shares | |||||
On issue at June 30, 2025 | |||||
Diluted earnings per share
For the six months ended June 30, 2025, the diluted earnings per share (in USD) amount to 0.27 (2024:
Weighted average number of ordinary shares (diluted)
and restricted stock units were to be converted into ordinary shares.
(in shares) | June 30, 2025 | June 30, 2024 | ||||
Weighted average of ordinary shares outstanding (basic) | ||||||
Effect of share-based payment arrangements | ||||||
Weighted average number of ordinary shares (diluted) |
There are no more remaining outstanding instruments at June 30, 2025 and June 30, 2024 which can give
rise to dilution.
38 | ||
CMB.TECH | Financial Report HY 2025 |
Note 16 - Interest-bearing loans and borrowings
(in thousands of USD) | Note | Bank loans | Other Notes | Lease liabilities | Other borrowings | Total |
More than 5 years | — | |||||
Between 1 and 5 years | — | |||||
More than 1 year | ||||||
Less than 1 year | — | |||||
At January 1, 2025 | ||||||
New loans | — | |||||
Scheduled repayments | — | ( | ( | ( | ( | |
Early repayments | — | ( | ( | |||
Acquisitions through business combinations | 24 | |||||
Transaction expenses | ( | ( | ( | |||
Other changes | — | |||||
Translation differences | — | |||||
Balance at June 30, 2025 | ||||||
More than 5 years | — | |||||
Between 1 and 5 years | — | |||||
More than 1 year | ||||||
Less than 1 year | — | |||||
Balance at June 30, 2025 | ||||||
The amounts shown under "New Loans" and "Early Repayments" related to bank loans include drawdowns
and repayments under revolving credit facilities during the year.
39 | ||
CMB.TECH | Financial Report HY 2025 |
Bank loans
Terms and debt repayment schedule
(in thousands of USD) | June 30, 2025 | December 31, 2024 | ||||||||
Curr. | Nominal interest rate | Year of mat. | Facility size | Drawn | Carrying value | Facility size | Drawn | Carrying value | ||
Unsecured Revolving loan | EUR | SOFR + CAS + | 2026 | |||||||
Secured FSO loan | USD | SOFR + | 2030 | |||||||
Secured vessels loan Refi - Revolving loan | USD | SOFR + | 2028 | |||||||
Secured vessels loan | USD | SOFR + | 2038 | |||||||
Secured vessels Revolving loan | USD | SOFR + | 2029 | |||||||
Credit Line Belfius Windcat EUR | EUR | SOFR + | — | |||||||
Credit Line KBC Windcat EUR | EUR | SOFR + | — | |||||||
Loan BNPPF EUR | EUR | Euribor + | 2038 | |||||||
Loan CEXIM I | USD | SOFR + | 2036 | |||||||
Loan CEXIM II | USD | SOFR + | 2035 | |||||||
Loan CEXIM III | USD | SOFR + | 2038 | |||||||
Loan KBC/Belfius Windcat EUR | EUR | Euribor + | 2027 | |||||||
Loan SocGen EUR | EUR | Euribor + Euribor + | 2037 2039 | |||||||
Loan SocGen EUR | EUR | Euribor + | 2033 | |||||||
Secured vessels loan | USD | SOFR + | 2040 | |||||||
USD | SOFR + | 2026 | ||||||||
Secured vessels loan | USD | SOFR + | 2030 | |||||||
Loan | USD | SOFR + EURIBOR + | 2032 | |||||||
Loan DNB | USD | SOFR + | 2027 | |||||||
Loan Danske Bank | USD | SOFR + | 2028 | |||||||
40 | ||
CMB.TECH | Financial Report HY 2025 |
Loan Credit Suisse | USD | SOFR + | 2030 | |||||||
Loan KfW | USD | SOFR + | 2030 | |||||||
Loan ING | USD | SOFR + | 2033 | |||||||
Loan DNB | USD | SOFR + | 2029 | |||||||
Total interest-bearing bank loans | ||||||||||
* The total amount available under the revolving loan facilities depends on the total value of the fleet of tankers securing the
facility.
The facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a
certain percentage of the outstanding amount under that loan.
Other notes
(in thousands of USD) | June 30, 2025 | December 31, 2024 | |||||||
Curr. | Nominal interest rate | Year of mat. | Facility size | Drawn | Carrying value | Facility size | Drawn | Carrying value | |
Unsecured notes | USD | 2026 | |||||||
Total other notes | |||||||||
On March 18, 2022, the Financial Supervisory Authority of Norway approved the listing on the Oslo Stock
Exchange of Euronav Luxembourg S.A.’s USD 200 million senior unsecured bonds due September 2026.
41 | ||
CMB.TECH | Financial Report HY 2025 |
On June 6, 2017, the Group signed an agreement with BNP to act as dealer for a Treasury Notes Program
with a maximum outstanding amount of 50 million Euro. On October 1, 2018, KBC was appointed as an
additional dealer in the agreement and the maximum amount was increased from 50 million Euro to
(December 31, 2024: $63.0 million or 60.6 million Euro). The Treasury Notes are issued on an as needed
basis with different durations and initial pricing is set to 60 bps over Euribor. The Company enters into FX
forward contracts to manage the transaction risks related to these instruments issued in Euro compared
to the USD Group currency. The FX contracts have a same nominal amount and duration as the issued
Treasury Notes and they are measured at fair value with changes in fair value recognized in the
consolidated statement of profit or loss. On June 30, 2025, the fair value of these forward contracts
amounted to $0.1 million.
Due to the acquisition and consolidation of Golden Ocean Group as per March, 2025, $300.0 million of
sale and leaseback arrangements were entered into the Group. The sale and leaseback financing
agreements have a term of between 7 and 10 years, from the delivery of the respective vessels, in the case
of newbuilds. They carry an interest rate of SOFR plus 1.85 % to 2.00 %. At the end of the bareboat contract,
the Company has a purchase option or a purchase obligation. As at June 2025, the outstanding balance
under these facilities was $292.2 million. In relation to the sale and leaseback arrangements, the total
outstanding balance as at June 30, 2025 was $1,266.4 million.
Golden Ocean receives services from Front Ocean in relation to sales and purchase activities, bunker
procurement and administrative services in relation to the corporate headquarter. Costs are allocated
based on a cost plus mark-up model. As of June 30, 2025, the outstanding amount was $4.5 million.
(in thousands of USD) | June 30, 2025 | December 31, 2024 |
Less than one year | ||
Between one and five years | ||
More than five years | ||
Total future capital payables | ||
Note 17 - Trade and other payables
(in thousands of USD) | June 30, 2025 | December 31, 2024 |
Other payables | ||
Derivatives | ||
Total non-current other payables | ||
Trade payables | ||
Accrued expenses | ||
Accrued payroll | ||
Dividends payable | ||
Deferred income | ||
Other payables | ||
Derivatives | ||
Total current trade and other payables | ||
42 | ||
CMB.TECH | Financial Report HY 2025 |
The increase in trade payables is primarily attributable to the acquisition of GOGL and the delivery of
additional newbuild vessels within CMB.TECH Enterprises during the first half year of 2025 which caused
an increase in bunker payables.
The increase in deferred income is mainly attributable to the acquisition of the GOGL fleet and primarily
relates to deferred revenue from vessels operating under time charter contracts.
43 | ||
CMB.TECH | Financial HY Report 2025 |
Note 18 - Financial instruments
Accounting classifications and fair values
include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value,
such as trade and other receivables and payables.
Carrying amount | Fair value | |||||||||||
(in thousands of USD) | Note | Fair value - Hedging instruments | Financial assets at amortized cost | Other financial liabilities | Total | Level 1 | Level 2 | Level 3 | Total | |||
December 31, 2024 | ||||||||||||
Financial assets measured at fair value | ||||||||||||
Interest rate swaps | 20-22 | — | — | |||||||||
— | — | |||||||||||
Financial assets not measured at fair value | ||||||||||||
Non-current receivables | 20 | — | — | |||||||||
Lease receivables | 22 | — | — | |||||||||
Trade and other receivables * | 22 | — | — | |||||||||
Cash and cash equivalents | — | — | — | |||||||||
— | — | |||||||||||
44 | ||
CMB.TECH | Financial HY Report 2025 |
Financial liabilities measured at fair value | ||||||||||||
Forward exchange contracts | — | — | ||||||||||
— | — | |||||||||||
Financial liabilities not measured at fair value | ||||||||||||
Secured bank loans | 16 | — | — | |||||||||
Unsecured bank loans | 16 | — | — | |||||||||
Unsecured other notes | 16 | — | — | |||||||||
Other borrowings | 16 | — | — | |||||||||
Lease liabilities | 16 | — | — | |||||||||
Trade and other payables * | 17 | — | — | |||||||||
— | — | |||||||||||
Carrying amount | Fair value | |||||||||||||
(in thousands of USD) | Note | Fair value - Hedging instruments | Financial assets at amortized cost | Other financial liabilities | Total | Level 1 | Level 2 | Level 3 | Total | |||||
June 30, 2025 | ||||||||||||||
Financial assets measured at fair value | ||||||||||||||
Interest rate swaps | 20-22 | — | — | |||||||||||
Forward currency swaps | 22 | — | — | |||||||||||
Bunker derivatives | 21 | — | — | |||||||||||
— | — | |||||||||||||
Financial assets not measured at fair value | ||||||||||||||
Non-current receivables | 20 | — | — | |||||||||||
Lease receivables | 20 | — | — | |||||||||||
Trade and other receivables * | 22 | — | — | |||||||||||
45 | ||
CMB.TECH | Financial HY Report 2025 |
Cash and cash equivalents | — | — | — | |||||||||||
— | — | |||||||||||||
Financial liabilities measured at fair value | ||||||||||||||
Bunker derivatives | — | — | — | |||||||||||
— | — | |||||||||||||
Financial liabilities not measured at fair value | ||||||||||||||
Secured bank loans | 16 | — | — | |||||||||||
Unsecured bank loans | 16 | — | — | |||||||||||
Unsecured other notes | 16 | — | — | |||||||||||
Other borrowings | 16 | — | — | |||||||||||
Lease liabilities | 16 | — | — | |||||||||||
Trade and other payables * | 17 | — | — | |||||||||||
— | — | |||||||||||||
* Deferred charges, deferred fulfillment costs and VAT receivables (included in other receivables) (see Note 22), deferred income and VAT payables (included in other payables) (see Note 17), which
are not financial assets (liabilities) are not included.
Measurement of fair values
Valuation techniques and significant unobservable inputs
Level 1 fair value was determined based on the actual trading of the unsecured notes, due in 2026, and the trading price on June 30, 2024. The following tables show
the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
Financial instruments measured at fair value | |||||||
Type | Valuation Techniques | Significant unobservable inputs | |||||
Forward exchange contracts | Forward pricing: the fair value is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curve in the respective currencies. | Not applicable | |||||
46 | ||
CMB.TECH | Financial HY Report 2025 |
Financial instruments measured at fair value | |||||||
Interest rate swaps | Swap models: the fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates. | Not applicable | |||||
Commodity derivatives | Fair value is determined based on the present value of the quoted forward price. | Not applicable | |||||
Financial instruments not measured at fair value | |||||||
Type | Valuation Techniques | Significant unobservable inputs | |||||
Non-current receivables (consisting primarily of shareholders' loans and cash security deposits) | Discounted cash flow | Discount rate and forecasted cash flows | |||||
Lease receivables | Discounted cash flow | Discount rate | |||||
Other financial liabilities (consisting of secured and unsecured bank loans and lease liabilities) | Discounted cash flow | Discount rate | |||||
Other financial notes (consisting of unsecured notes) | List price | Not applicable | |||||
Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2024 and for the six-month period ended June 30, 2025.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far
as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group’s reputation. The sources of financing are diversified and the bulk of the loans are irrevocable, long-term and maturities are
spread over different years.
47 | ||
CMB.TECH | Financial HY Report 2025 |
Contractual cash flows December 31, 2024 | ||||||||||
(in thousands of USD) | Note | Carrying Amount | Total | Less than 1 year | Between 1 and 5 years | More than 5 years | ||||
Non derivative financial liabilities | ||||||||||
Bank loans and other notes | 16 | |||||||||
Other borrowings | 16 | |||||||||
Lease liabilities | 16 | |||||||||
Current trade and other payables * | 17 | |||||||||
Contractual cash flows June 30, 2025 | ||||||||||
(in thousands of USD) | Note | Carrying Amount | Total | Less than 1 year | Between 1 and 5 years | More than 5 years | ||||
Non derivative financial liabilities | ||||||||||
Bank loans and other notes | 16 | |||||||||
Other borrowings | 16 | |||||||||
Lease liabilities | 16 | |||||||||
Current trade and other payables * | 17 | |||||||||
* Deferred income and VAT payables (included in other payables) (see Note 16), which are not financial liabilities, are not included.
The Group has secured bank loans that contain loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the
above table. As of June 30, 2025 and December 31, 2024, the Group was in compliance with all of the covenants contained in the debt agreements.
The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as
market interest rates change. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at
significantly different amounts than stated above.
48 | ||
CMB.TECH | Financial Report HY 2025 |
Note 19 - Deferred tax assets and liabilities
CMB.TECH NV and its subsidiaries had available combined cumulative tax losses and other tax credits
carried forward of $194.5 million and $160.6 million as of June 30, 2025 and December 31, 2024,
respectively. Under current local tax laws, these loss carry forwards have an indefinite life and may be
used to offset future taxable income of CMB.TECH NV and its subsidiaries.
The Company did not recognize deferred tax assets of $50.3 million and $39.7 million as of June 30, 2025
and December 31, 2024, respectively, that can be carried forward against future taxable income, because
it is not considered more likely than not that these deferred tax assets will be utilized in the foreseeable
future.
Note 20 - Non-current receivables
(in thousands of USD) | Note | June 30, 2025 | December 31, 2024 | |
Shareholders loans to joint ventures | 25 | |||
Derivatives | ||||
Cash guarantees and deposits | ||||
Other non-current receivables | ||||
Total non-current receivables | ||||
The shareholder loans to joint ventures mainly relates to the loans provided to BeHydro and JPN H2Hydro
and to joint ventures within the Windcat group of companies, i.e. TSM Windcat and FRS Windcat Offshore
Logistics.
The cash guarantees and deposits as of June 30, 2025 relates to a cash security of $45.7 million lodged
with the High Court of Malaysia in January, 2024. The cash security equals the claimed amount and was
required to lift the arrest on the vessel Oceania which was subsequently sold and delivered to her new
owners.
Note 21 - Inventory
The bunker inventory mainly relates to the bunker fuel stored on board of the vessels. As of June 30, 2025
the carrying amount of the bunker inventory on board of the vessels amounted to $50.3 million (2024:
$17.3 million). The increase is mainly due to the acquisition of the Golden Ocean Fleet as per March 12,
2025.
Bunkers delivered to vessels operating in the TI Pool or Stolt pool, are sold to the Pool and bunkers on
board of these pooled vessels are no longer shown as bunker inventory but as trade and other
receivables.
The inventory on board of our vessels is accounted for on a first-in, first-out basis. No write down is
needed as long as the freight market remains robust offsetting potential higher weighted average
consumption costs of the bunker oil consumed from that inventory.
Bunker expenses are recognized in profit or loss upon consumption.
The other inventory amounts to $8.1 million and relates to trucks purchased to be converted into
hydrotrucks for resale and spare parts used for the conversion of regular engines to hydrogen powered
Note 22 - Trade and other receivables
49 | ||
CMB.TECH | Financial Report HY 2025 |
(in thousands of USD) | June 30, 2025 | December 31, 2024 | ||||
Receivable from contracts with customers | ||||||
Receivable from contracts with customers - TI Pool | ||||||
Accrued income | ||||||
Accrued interest | ||||||
Deferred charges | ||||||
Deferred fulfillment costs | ||||||
Other receivables | ||||||
Lease receivables | ||||||
Derivatives | ||||||
Total trade and other receivables | ||||||
The increase in receivables from contracts with customers is primarily attributable to the acquisition of
Golden Ocean Group Ltd as of March 12, 2025.
The receivables from contracts with customers - TI Pool relates to income to be received by the Group
from the Tankers International Pool. These amounts decreased in the first six months of 2025 mainly due
to a decreased number of vessels in the pool.
The increase in deferred charges is mainly due to the acquisition and consolidation of GOGL as per March
12, 2025 and to deferred arrangement fees of $28.4 million related to the undrawn amount of the
$2.0 billion loan facility.
The increase in other receivables is due to the acquisition of GOGL and mainly relates to bunker
receivables on time charter-out contracts.
50 | ||
CMB.TECH | Financial Report HY 2025 |
Note 23 - Provisions and contingencies
(in thousands of USD) | Note | Onerous contract | Total | ||
At January 1, 2025 | |||||
Provisions used during the year | - | ( | ( | ||
Balance at June 30, 2025 | |||||
Non-current | - | ||||
Current | - | ||||
Total | |||||
The Group is currently involved in a litigation with RMK Maritime (RMK). RMK have commenced legal
proceedings in the London High Court against CMB.TECH seeking $13.0 million in damages in relation to
unpaid advisory services provided by RMK to CMB.TECH concerning its merger with Gener8 in 2016 and
2017. Based on an external legal advice, management believes that it has strong arguments that the risk
of an outflow is less than probable and therefore no provision is recognized. Our witness statements were
taken in the course of 2024 and in May 2025. The case was pleaded in June, and a verdict is expected by
the end of September. The Group is also involved in a claim from Fourworld. Fourworld has filed a claim
against CMB NV and an identical claim to CMB.TECH NV as well as all parties concerned in the deal with
Frontline. They want to overturn the following 3 decisions; (1) the sale of 24 vessels from CMB.TECH to
Frontline, (2) the termination of the arbitration between CMB.TECH and Frontline and (3) the acquisition of
CMB.TECH Enterprises by the Company. Hearings will take place in May 2026. Management believes that
Fourworld has no strong arguments and evidence and that the risk for CMB.TECH is low and therefore no
provision is recognised.
Additionally, the Group is still involved in a litigation concerning the Oceania. A cash security of
$45.7 million has been lodged with the High Court of Malaysia in January, 2024 (see Note 20). On May 7,
2025, the Group received an arbitration award in our favour in the London arbitration proceedings. The
tribunal held that the cargo is indeed deemed to be sanctioned, wherefore Silk Straits are to indemnify
CMBT and pay our claim of $1.8 million to be increased with costs. The case remains pending before the
Malaysian court, with hearings postponed to 2026. CMB.TECH is currently in discussion with Silk Straits
regarding a potential assignment of their rights vis-à-vis Black Swan. Such an assignment would enable
CMB.TECH to evaluate the possibility of initiating legal proceedings against Black Swan in Singapore, with
the objective of countering the ongoing Malaysian proceedings. An additional claim has been initiated by
Black Swan, alleging hedging losses arising from the loss of the cargo. The potential additional exposure
amounts to $13.6 million. Considering the facts and circumstances of the case and external as well as
internal advice from counsel, management is of the opinion that it is not more likely than not that an
outflow of recources will be required to settle any obligation and that consequently no provision needs to
be accounted for at the moment.
Note 24 - Business Combination
On March 4, 2025, CMB.TECH NV, through its subsidiary CMB.TECH Bermuda Ltd., entered into a share
purchase agreement with Hemen Holdings Limited (Hemen) to purchase all of Hemen's 81,363,730 of the
common shares of Golden Ocean Group Limited at a purchase price of $14.49 per common share.
Following the closing of the Share Purchase on March 12, 2025, CMB.TECH holds 40.8 % of Golden Ocean's
outstanding common shares. The combination of CMB.TECH and Golden Ocean is accounted for as a
business combination using the acquisition method of accounting under the provisions of IFRS 3,
"Business combinations", with CMB.TECH as the accounting acquirer under this guidance.
As the remaining shareholdings are widely dispersed and no contractual agreements are in place with
other shareholders regarding preferred voting rights, the shareholding of 40.8 % is considered a majority
shareholding. As mentioned in the Bye-laws, any question proposed for consideration at any general
meeting shall be decided on by a simple majority of votes cast. Based on voting patterns at the three most
recent shareholder meetings, it can be concluded that, following completion of the share purchase,
51 | ||
CMB.TECH | Financial Report HY 2025 |
CMB.TECH holds significantly more voting rights than any other shareholder or organized group of
shareholders, resulting in de facto power through voting rights. The Company has assessed that control
has been obtained in accordance with IFRS 10 as of that date. Consequently, Golden Ocean was fully
integrated as a subsidiary within CMB.TECH's consolidated accounts.
Between March 24, 2025, and April 3, 2025, CMB.TECH acquired an additional 17,036,474 Golden Ocean
common shares in the open market. As of June 30, 2025, CMB.TECH, indirectly through CMB.TECH
Bermuda Ltd. owned an aggregate of 98,400,204 Golden Ocean common shares, representing 49.4 % of
Golden Ocean’s outstanding voting shares.
On April 22, 2025, CMB.TECH and Golden Ocean announced they signed the Term Sheet for a stock-for-
stock merger and subsequently on May 28, 2025, signed the Merger Agreement. CMB.TECH will be the
surviving entity of the Merger. On August 19, 2025, the stock-for-stock merger of Golden Ocean with and
into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH with CMB.TECH Bermuda Ltd. as
the surviving company, and with CMB.TECH as the issuer of the merger consideration shares, has been
approved. On August 20, 2025, the merger was completed and each Golden Ocean common share was
canceled, and such shares (other than shares that Golden Ocean, CMB.TECH, CMB.TECH Bermuda or any
of their respective subsidiaries own) were automatically converted into the right to receive 0.95 CMB.TECH
ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement).
The subsequent acquisitions of Golden Ocean shares as well as the merger will be accounted for as a step
acquisition of the non-controlling interest to equity on the basis of IFRS 10.B96.
Golden Ocean Group, is an international dry bulk shipping group. The merger creates one of the largest
diversified listed maritime groups in the world with a combined fleet of more than 250 vessels. Following
the merger, the free float of CMB.TECH increased, which is beneficial for the liquidity of the CMB.TECH
ordinary shares.
are as follows (note that fair value was not used as the measurement basis for assets and liabilities that
require a different basis, which includes the office leases, contingent liabilities, income taxes and defined
benefit pension plans):
52 | ||
CMB.TECH | Financial Report HY 2025 |
(in thousands of USD) | Note | Book value | Adjustment | Fair value |
Vessels | 12 | |||
Right-of-use assets | 12 | |||
Intangible assets | 13 | |||
Investments | 25 | |||
Investments in equity accounted investees | 25 | ( | ||
Receivables | - | |||
Current assets | - | |||
Cash and cash equivalents | - | ( | ||
LT loans and borrowings | - | ( | ( | |
Non-current payables | - | ( | ( | |
Current liabilities | - | ( | ( | |
Total identifiable net assets acquired | ||||
(in thousands of USD) | Acquisition of the shares on March 12, 2025 | |||
Consideration transferred in cash | ||||
Share in equity | ||||
Total identifiable net assets acquired | ||||
Goodwill | ||||
(in thousands of USD) | Subsequent acquisitions (transactions with non- controlling shareholders) | |||
Consideration transferred in cash subsequent purchases | ||||
Share in equity | ||||
Total identifiable net assets acquired | ||||
Movement of equity as a result of the step acquisition of non- controlling interest | ( | |||
Following the initial acquisition, 40.80 % of the revalued net assets is attributed to minority interests. Based
on the figures of March 12, 2025, this amounts to $1,460,354 thousand.
Current assets are comprised of trade debtors, inventory and deferred charges. Current liabilities are
primarily constituted by short-term loans and borrowings, trade debts and accrued costs and deferred
income related to the shipping activities.
Management has strong belief in the dry bulk market and expects significant growth in the business.
CMB.TECH recognized the resulting goodwill on the statement of financial position. This goodwill will
subsequently be assessed for impairment annually.
Contribution to revenue and profit/loss
Since their acquisition by the Group, the acquired companies contributed revenue of $198.8 million and a
loss of $37.5 million to the Group's consolidated results for the period ended June 30, 2025. If the
acquisition had occurred on 1 January 2025, management estimates that the Group's consolidated
revenue for the period ended June 30, 2025, would have been $306.2 million and consolidated loss for the
period ended June 30, 2025, would have been $66.1 million.
53 | ||
CMB.TECH | Financial Report HY 2025 |
Acquisition related costs
The Group incurred at June 30, 2025 approximately $2.0 million of legal fees, mainly related to due
diligence costs, advisory fees and audit fees. These acquisition-related costs for the business combination
were expensed as incurred and are included in 'General and administrative expenses'.
Business combinations completed in prior periods
On December 22, 2023 CMB.TECH and CMB NV entered into a share purchase agreement for the
acquisition of 100 % of the shares in CMB.TECH Enterprises NV for a purchase price of $1.15 billion in cash.
The transaction was approved by an Extraordinary General Meeting on February 7, 2024 and has been
completed on February 8, 2024. The transaction has been considered as a transaction under common
control and therefore IFRS 3 does not apply. Hence book value accounting was applied which resulted in
the recognition of an adjustment of $797.0 million in retained earnings to reflect the difference between
the consideration paid and the identifiable net assets acquired.
54 | ||
CMB.TECH | Financial Report HY 2025 |
Note 25 - Investments
At fair value through profit or loss
The investment in other companies of $45.0 million relates to the purchase of 10 % of the shares of Anglo-
Eastern Univan Group Limited and to a stake held in SwissMarine by Golden Ocean Group Ltd of
$44.8 million. The investments are measured at fair value, with changes in fair value recognised through
profit or loss. The Company received a dividend of $3.7 million from Anglo-Eastern Univan Group Limited
during the first six months of 2025.
Equity-accounted investees
(in thousands of USD) | June 30, 2025 | December 31, 2024 | ||||
Assets | ||||||
Interest in joint ventures | ||||||
Interest in associates | 6,749 | — | ||||
TOTAL ASSETS | ||||||
Associates
(in thousands of USD) | June 30, 2025 |
Business Combinations | |
Group's share of profit (loss) for the period | |
Carrying amount of interest at the end of the period |
Joint Ventures
ventures:
ASSET | ||||
(in thousands of USD) | Investments in equity accounted investees | Shareholders loans | ||
Gross balance | ( | |||
Offset investment with shareholders loan | ( | |||
Balance at January 1, 2024 | ||||
Reversal prior year offset investment with shareholders loan | ( | |||
Group's share of profit (loss) for the period | ||||
Capital increase/(decrease) in joint ventures | ||||
Movement shareholders loans to joint ventures | ||||
Business combinations | ||||
Translation differences | ( | ( | ||
Gross balance | ||||
55 | ||
CMB.TECH | Financial Report HY 2025 |
Offset investment with shareholders loan | ( | |||
Balance at December 31, 2024 | ||||
Reversal prior year offset investment with shareholders loan | ( | |||
Group's share of profit (loss) for the period | ||||
Movement shareholders loans to joint ventures | ||||
Dividends received from joint ventures | ( | |||
Translation differences | ||||
Business combinations | ||||
Gross balance | ||||
Offset investment with shareholders loan | ( | |||
Balance at June 30, 2025 | ||||
The increase in investments in equity accounted investees at June 30, 2025 is mainly related to the
acquisition of Golden Ocean Group Ltd (see Note 5).
Note 26 - Subsequent events
On July 2, 2025, the CTV Windcat 58 was delivered.
On July 3, 2025, the Company entered into an agreement to sell the Capesize vessel Golden Zhoushan for
a sale price of $22.1 million, less a 1 % commission (see Note 12). The vessel is expected to be delivered to
its new owner in the third quarter of 2025.
The purchase of eight vessels from SFL Corporation Ltd. en-bloc for an aggregate price of $112 million was
finalized with the early delivery of the vessels between 8 and 10 July. At the same time, the Company fully
drew down on a $90 million revolving credit facility to refinance its SFL finance lease obligations.
On July 24, 2025, the CSOV Windcat Rotterdam was delivered.
On August 19, 2025, Golden Ocean held a Special General Meeting to vote on the proposed merger. The
merger was approved by shareholders holding 92.72 % of the shares present or represented at the
meeting. Dissenting shareholders may, within one month after the notice for the Special General Meeting
has been given, apply to the Supreme Court of Bermuda to have the fair value of its shares appraised.
Golden Ocean has received correspondence from certain holders of Golden Ocean common shares
stating their intention to exercise their rights as Dissenting Shareholders.
On August 20, 2025, the merger was closed. Based on the Exchange Ratio and the current number of
outstanding Golden Ocean common shares and ordinary shares in the Company, the Company issued
Upon completion of the Merger, CMB.TECH shareholders own 70 % (or 67 % excluding treasury shares) of
the total issued share capital of CMB.TECH and Golden Ocean shareholders own 30 % (or 33 % excluding
treasury shares) of the total issued share capital of CMB.TECH.
CMB.TECH remains listed on the New York Stock Exchange (“NYSE”) and Euronext Brussels under the ticker
symbol ‘CMBT’. As of August 20, 2025, CMB.TECH is also listed on Euronext Oslo Børs under the ticker
symbol ‘CMBTO’.
On August 25, 2025, the Company Entered into an agreement to sell the Suezmax Sofia (2010 - 165,000
dwt) for a net sale price of $40.1 million. The sale will generate a gain of approximately $20.4 million and is
expected to be delivered to its new owner in the fourth quarter of 2025.
Note 27 - Standards issued but not yet effective
56 | ||
CMB.TECH | Financial Report HY 2025 |
which have been issued by the IASB and the IFRIC but are not yet effective as per June 30, 2025 and/or not
yet adopted by the European Union as per June 30, 2025 and for which the impact might be relevant:
•Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9
and IFRS 7)
•Annual Improvements to IFRS Accounting Standards – Volume 11
•IFRS 18 Presentation and Disclosure in Financial Statements
None of the other new standards, interpretations and amendments, which have been issued by the IASB
and the IFRIC are not yet effective as per June 30, 2025 and/or not yet adopted by the European Union as
per June 30, 2025, are expected to have a material effect on the Group's future financial statements.
Note 28 - Statement on the true and fair view of the
consolidated financial statements and the fair overview of the
management report
Mr. Marc Saverys, Chairperson of the Supervisory Board, Mr. Alexander Saverys, CEO and Mr. Ludovic
Saverys, CFO, hereby certify that, to the best of their knowledge, (a) the condensed consolidated interim
financial statements as of June 30, 2025 and for the six-month period then ended, which have been
prepared in accordance with IAS 34 “Interim Financial Reporting” as issued by the IASB and as adopted by
the European Union, give a true and fair view of the assets, liabilities, financial position and results of
CMB.TECH NV and the entities included in the consolidation, and (b) the interim management report
includes a true and fair overview of the information required to be included therein under Article 13 §5
and §6 of the Royal Decree of November 14, 2007 on the obligations of issuers of financial instruments
admitted to trading on a regulated market.
Signatures
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.
CMB.TECH NV | ||
(Registrant) | ||
Dated: September 30, 2025 | By: | /s/ Alexander Saverys |
Alexander Saverys | ||
Chief Executive Officer | ||
57 | ||
CMB.TECH | Financial Report HY 2025 |
FAQ
What stake in Golden Ocean does CMB.TECH hold after the March–April 2025 purchases?
CMB.TECH owned an aggregate of 98,400,204 shares in Golden Ocean, representing approximately 49.4% of outstanding voting shares as of June 30, 2025.
How much did CMB.TECH pay in the initial Golden Ocean share purchase?
The initial share purchase from Hemen was at $14.49 per share for a total purchase price of $1.2 billion.
What financing was arranged to support the merger and operations?
CMB.TECH signed a $2.0 billion facilities agreement (term loan up to $1.25 billion and revolving credit up to $750 million) to refinance existing debt related to the planned merger; sale-and-leaseback and other facilities were also disclosed.
Did the company recognize goodwill from the Golden Ocean acquisition?
Yes, after identifying and measuring identifiable assets and liabilities, the Group recognized $172 million of goodwill in the consolidated statement of financial position.
What are the company’s capital commitments and vessels under construction?
As of June 30, 2025 the Group's total capital commitment amounted to $1.9 billion and there were 42 vessels under construction with installments paid totaling $746.3 million.
Were any dividends declared in the first half of 2025?
The Supervisory Board declared $0 million in dividends in the first six months of 2025; $5.4 million was paid in the period, partly distributed by Golden Ocean.
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