Financial statements

Notes to the consolidated financial statements

These notes form an integral part of and should be read in conjunction with the accompanying consolidated financial statements.

1 General information

1.1 General information

Hafnia Limited (the “Company”) is listed on the Oslo Stock Exchange and incorporated and domiciled in Bermuda. The address of its registered office is Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HM EX, Bermuda.

The principal activity of the Group relates to the provision of global maritime services in the product and chemical tankers market.

 

2. Significant accounting policies

2.1 Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), and have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

2.2 Changes in accounting policies
New standard and amendments to published standards, effective in 2022 and subsequent years

The Group has applied the following IFRSs, amendments to and interpretations of IFRS for the first time for the annual period beginning on 1 January 2022:

Amendments:

– Amendments to IFRS 3: Reference to the Conceptual Framework

– Amendments to IAS 16: Property, Plant and Equipment – Proceeds beforeIntended Use

– Amendments to IAS 37: Onerous Contracts – Cost of Fulfilling a Contract

– Annual Improvements to IFRS 2018-2020

The application of these amendments to standards and interpretations does not have a material effect on the financial statements.

The Group has adopted Amendments to IAS 37: Onerous Contracts – Cost of Fulfilling a Contract from 1 January 2022. This resulted in a change in accounting policy for performing an onerous contracts assessment. Previously, the Group included only incremental costs to fulfil a contract when determining whether that contract was onerous. The revised policy is to include both incremental costs and an allocation of other direct costs.

The amendments apply prospectively to contracts existing at the date when the amendments are first applied. The Group has analysed all contracts existing at 1 January 2022 and determined that none of them would be identified as onerous applying the revised accounting policy – i.e. there is no impact on the opening equity balances as at 1 January 2022 as a result of the change.

A number of new standards, interpretations, and amendments to standards will become effective for annual periods beginning after 1 January 2023, and early adoption is permitted. In preparing these financial statements, the Group has not early adopted any new or amended standards or interpretations, except for Amendments to IAS 1: Classification of Liabilities as Current or Non-current, which were issued in January 2020 and deferred to no earlier than 1 January 2024. In previous years, the Group had early adopted Amendments to IAS 1 from 1 January 2020.

The adoption of these new standard, interpretations and amendments in future periods is not expected to give rise to a material impact on the consolidated financial statements.

 

2.3 Critical accounting estimates and assumptions

The preparation of consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions discussed below.

Certain amounts included in or affecting the consolidated financial statements and related disclosures are estimated, requiring the Group to make assumptions with respect to values or conditions which cannot be known with certainty at the time the consolidated financial statements are prepared. A critical accounting estimate or assumption is one which is both important to the portrayal of the Group’s financial condition and results and requires management’s most difficult, subjective or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management evaluates such estimates on an ongoing basis, using historical results and experience, consideration of relevant trends, consultation with experts and other methods considered reasonable in the particular circumstances.

The following is a summary of estimates and assumptions which have a material effect on the accounts.

(a) Useful life and residual value of assets

The Group reviews the useful lives and residual values of its vessels at least at each financial year-end and any adjustments are made on a prospective basis. Residual value is estimated as the lightweight tonnage of each vessel multiplied by the expected scrap value per ton. If estimates of the residual values are revised, the amounts of depreciation charges in the future periods will be changed.

There was no significant change to the estimated residual values of any vessel for the financial years ended 31 December 2022 and 31 December 2021.

The useful lives of the vessels are assessed periodically based on the condition of the vessels, market conditions and other regulatory requirements. If the estimates of useful lives for the vessels are revised or there is a change in useful lives, the amounts of depreciation charges recorded in future periods will be changed.

(b) Impairment/Reversal of impairment of non-financial assets

Property, plant and equipment and right-of-use assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired or a reversal of previously recognised impairment charge may be required. The recoverable amount of an asset, and where applicable, a cash-generating unit (“CGU”), is determined based on the higher of fair value less costs to sell and value-in-use calculations prepared on the basis of management’s assumptions and estimates.

All impairment calculations demand a high degree of estimation, which include assessments of the expected cash flows arising from such assets under various modes of deployment, and the selection of discount rates. Changes to these estimates may significantly impact the impairment charges recognised, and future changes may lead to reversals of any previously recognised impairment charges. The Group views that the forecast of future freight rates, representing the main driver of recoverable amounts of the Group’s vessels to be inherently difficult to estimate. This is further complicated by the volatility in oil prices caused by geopolitics and macroeconomic forces, together with the cyclical nature of freight rates prevailing in the tankers market.

See Note 9 for further disclosures on estimation of the recoverable amounts of vessels.

(c) Revenue recognition

All freight voyage charter revenues and voyage expenses are recognised on a percentage of completion basis. Load-to-discharge basis is used in determining the percentage of completion for all spot voyages and voyages servicing contracts of affreightment. Under the load-to-discharge method, freight voyage charter revenue is recognised evenly over the period from the point of loading of the current voyage to the point of discharge of the current voyage.

Management uses its judgement in estimating the total number of days of a voyage based on historical trends, the operating capability of the vessel (speed and fuel consumption), and the distance of the trade route. Actual results, however, may differ from estimates.

Demurrage revenue is recognised as revenue from voyage charters in profit or loss, based on past experience of demurrages recovered over total estimated claims issued to customers historically.

(d) Extension and purchase options in measurement of lease liabilities

The contracts of certain leased-in vessels contain purchase and/or extension options exercisable by the Group. The Group assesses at lease commencement date, or re-assesses when there are significant changes in circumstances within its control, whether it is reasonably certain to exercise the option(s). Such assessment requires management judgement and affects the measurement of right-of-use assets and related lease liabilities.

 

2.4 Revenue and income recognition

Revenue comprises the fair value of consideration received or receivable for the rendering of services in the ordinary course of the Group’s activities, net of rebates, discounts and off-hire charges, and after eliminating sales within the Group.

(a) Rendering of services

Revenue from rendering of services in the ordinary course of business is recognised when the Group satisfies a performance obligation (“PO”) by transferring control of a promised good or service to the customer. The amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO.

Revenue from time charters, accounted for as operating leases, is recognised rateably over the rental periods of such charters, as services are performed.

Revenue from freight voyage charters is recognised rateably over the estimated length of the voyage within the respective reporting period, in the event the voyage commences in one reporting period and ends in the subsequent reporting period. The Group determines the percentage of completion of freight voyage charter using the load-to-discharge method. Under the load-to-discharge method, freight voyage charter revenue is recognised rateably over the period from the point of loading of the current voyage to the point of discharge of the current voyage.

Revenue from chemical tankers freight voyage charter is recognised under the load-to-discharge method on individual contract basis.

Losses arising from time or voyage charters are provided for in full as soon as they are anticipated.

The Group has vessels which participate in commercial pools in which other vessel owners with similar, high-quality, modern and well-maintained vessels also participate. These pools employ experienced commercial charterers and operators who have established relationships with customers and brokers, while technical management is arranged by each vessel owner. The managers of the pools negotiate charters with customers primarily in the spot market. The earnings allocated to vessels are aggregated and divided on the basis of a weighted scale, or pool point system, which reflects comparative voyage results on hypothetical benchmark routes. The pool point system considers various factors such as size, fuel consumption, class notation and other capabilities. Pool revenues are recognised when the vessel has participated in a pool during the period and the amount of pool revenue for the period can be estimated reliably.

(b) Management fees

Revenue from the provision of management support services is recognised over time based on the period of services provided.

(c) Interest income

Interest income is recognised on an accrual basis using the effective interest method.

 

2.5 Group accounting
(a) Subsidiaries

(1) Consolidation

Subsidiaries are entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been aligned where necessary to ensure consistency with the policies adopted by the Group.

(2) Acquisitions

The acquisition method of accounting is used to account for business combinations by the Group.

The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date, and any gains or losses arising from such re-measurement are recognised in profit or loss.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.

The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree, and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired, is recorded as goodwill.

The excess of (i) fair value of the net identifiable assets acquired over the (ii) consideration transferred; the amount of any non-controlling interest in the acquiree; and the acquisition-date fair value of any previous equity interest in the acquiree; is recorded in profit or loss during the period when it occurs.

The Group has an option to apply a “concentration test” that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

In case the Group acquires an asset or a group of assets (including any liabilities assumed) that does not constitute a business, then the transaction is outside the scope of IFRS 3 because it cannot meet the definition of a business combination. Such transactions are accounted for as asset acquisitions in which the cost of acquisition is generally allocated between the individual identifiable assets and liabilities in the Group based on their relative fair values at the date of acquisition. Transactions for assets acquisition do not give rise to goodwill or a gain on a bargain purchase.

(3) Disposals

When a change in the Group’s ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific standard.

Any retained interest in the entity is re-measured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in profit or loss.

 

(b) Associated companies and joint ventures

Associated companies are entities over which the Group has significant influence, but not control or joint control. Significant influence is presumed to exist when the Group holds 20% or more of the voting rights of another entity.

Joint ventures are entities over which the Group has joint control as a result of contractual arrangements and rights to the net assets of the entities.

Investments in associated companies and joint ventures are accounted for in the consolidated financial statements using the equity method of accounting (net of accumulated impairment losses).

The acquisition method of accounting is used to account for new and incremental acquisitions in associated companies and joint ventures.

Investments in associated companies and joint ventures are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill on associated companies and joint ventures represents the excess of the cost of acquisition of the associated companies and joint ventures over the Group’s share of the fair value of the identifiable net assets of the associated companies or joint ventures and is included in the carrying amount of the investments.

Any excess of the Group’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is recognised in profit or loss during the period when it occurs.

In applying the equity method of accounting, the Group’s share of its associated companies’ and joint ventures’ post-acquisition profits or losses is recognised in profit or loss and its share of post-acquisition other comprehensive income is recognised in other comprehensive income. These post-acquisition movements and distributions received from associated companies and joint ventures are adjusted against the carrying amount of the investments. When the Group’s share of losses in an associated company or joint venture equals or exceeds its interest in the associated company or joint venture including any other unsecured non-current receivables, the Group does not recognise further losses, unless it has incurred obligations or has made payments on behalf of the associated company or joint venture.

Unrealised gains on transactions between the Group and its associated companies and joint ventures are eliminated to the extent of the Group’s interest in the associated companies and joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of associated companies and joint ventures to ensure consistency of accounting policies with those of the Group.

Investments in associated companies and joint ventures are derecognised when the Group loses significant influence or joint control. Any retained interest in the equity is remeasured at its fair value. The difference between the carrying amount of the retained investment at the date when significant influence or joint control is lost and its fair value is recognised in profit or loss.

Gains and losses arising from partial disposals or dilutions in investments in associated companies and joint ventures in which significant influence or joint control is retained are recognised in profit or loss.

 

2.6 Property, plant and equipment
(a) Measurement

(1) Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

(2) The cost of an item of property, plant and equipment initially recognised includes expenditure that is directly attributable to the acquisition of the item. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring the asset.

(3) The acquisition cost capitalised to a vessel under construction is the sum of the instalments paid plus other directly attributable costs incurred during the construction period including borrowing costs. Vessels under construction are not depreciated and reclassified as vessels upon delivery from the yard.

(4) If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate components of property, plant and equipment.

 

(b) Depreciation

(1) Depreciation is calculated using a straight-line method to allocate the depreciable amounts of property, plant and equipment, after taking into account the residual values over their estimated useful lives. The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at least annually. The effects of any revision are recognised in profit or loss when the changes arise. The estimated useful lives are as follows:

Vessels

– Tankers – 25 years

– Scrubbers – 5 years

– Dry docking – 2.5 to 5 years

A proportion of the price paid for new vessels is capitalised as dry docking. These costs are depreciated over the period to the next scheduled dry docking, which is generally 30 to 60 months. At the commencement of new dry docking, the remaining carrying amount of the previous dry docking will be written off to profit or loss.

(2) Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately. The remaining carrying amount of the old component as a result of a replacement will be written off to profit or loss.

 

(c) Subsequent expenditure

Subsequent expenditure relating to property, plant and equipment, including scrubbers and dry docking that has already been recognised, is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expense is recognised in profit or loss when incurred.

 

(d) Disposal

On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is recognised in profit or loss.

 

2.7 Intangible assets

The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.

IT infrastructure and customer contracts
IT infrastructure and customer contracts acquired through business combinations are initially recognised at fair value. These intangibles are subsequently carried at amortised cost less accumulated impairment losses using the straight-line method over their individual estimated useful lives of 5 years.

 

2.8 Financial assets
(a) Recognition and initial measurement

Trade receivables are initially recognised when they are originated. Other financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument.

Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss (FVTPL), which are recognised at fair value. Transaction costs for financial assets at FVTPL are recognised immediately as expenses.

 

(b) Classification

The Group classifies its financial assets at amortised cost and at FVTPL. The classification depends on the business model in which a financial asset is managed and its contractual cash flows characteristics. Management determines the classification of its financial assets at initial recognition. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. The Group holds the following classes of financial assets:

 

(1) Financial assets at amortised cost

A financial asset is classified as measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

They are presented as current assets, except for those expected to be realised later than 12 months after the balance sheet date which are presented as non-current assets. They are presented as “trade and other receivables“ (Note 12), “loans receivable from joint venture”, “loans receivable from pool participants” (Note 13) and “cash and cash equivalents” (Note 15) in the consolidated balance sheet

 

(2) FVTPL financial assets

All financial assets not classified as measured at amortised cost as described above are measured at FVTPL.

(3) Equity investments at FVOCI

On initial recognition of an equity investment that is not held-for-trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

The Group has presented its equity investments as non-current assets on the balance sheet which will be reclassified to current assets in the event management intends to dispose the assets within 12 months after the balance sheet date.

(c) Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

  • the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;
  • the stated policies and objectives for the portfolio and the operation of those policies in practice;
  • how the performance of the portfolio is evaluated and reported to the Group’s management;
  • the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
  • how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
  • the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.

 

(d) Subsequent measurement

Financial assets at FVTPL are subsequently carried at fair value. Financial assets at amortised cost are subsequently carried at amortised cost using the effective interest method.

Changes in the fair values of financial assets at FVTPL including the effects of currency translation are recognised in profit or loss.

 

(e) Derecognition of financial assets

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cashflows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

 

(f) Offsetting financial instruments

Financial assets and liabilities are offset, and the net amount reported in the consolidated balance sheet, when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.

 

(g) Impairment

For financial assets measured at amortised cost and contract assets, the Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for expected credit loss (ECL) at an amount equal to the lifetime expected credit loss if there has been a significant increase in credit risk since initial recognition. If the credit risk has not increased significantly since initial recognition, the Group recognises an allowance for ECL at an amount equal to 12-month ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that results from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

For trade receivables and contract assets, the Group applied the simplified approach permitted by IFRS 9, which requires the loss allowance to be measured at an amount equal to lifetime ECLs.

The Group applies the general approach to provide for ECLs on all other financial instruments. Under the general approach, the loss allowance is measured at an amount equal to 12-month ECLs at initial recognition.

At each reporting date, the Group assesses whether the credit risk of a financial instrument has increased significantly since initial recognition. When credit risk has increased significantly since initial recognition, loss allowance is measured at an amount equal to lifetime ECLs.

 

Measurement of ECLs

ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

 

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

  • significant financial difficulty of the debtor;
  • a breach of contract such as a default or being more than 90 days past due;
  • the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
  • it is probable that the debtor will enter bankruptcy or other financial reorganisation; or
  • the disappearance of an active market for a security because of financial difficulties.

 

Presentation of allowance for ECLs in the balance sheet

Loss allowances for financial assets measured at amortised cost and contract assets are deducted from the gross carrying amount of these assets.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience, informed credit assessment and other forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if the debtor is under significant financial difficulties, or when there is default or significant delay in payments. The Group considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held).

When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in profit or loss.

The allowance for impairment loss account is reduced through profit or loss in a subsequent period when the amount of ECL decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no impairment been recognised in prior periods.

 

2.9 Financial liabilities

Financial liabilities are classified and measured at amortised cost. Directly attributable transaction costs are recognised in profit or loss as incurred.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled, or expired. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

 

2.10 Impairment of non-financial assets

Property, plant and equipment are tested for impairment whenever there is objective evidence or indication that these assets may be impaired.

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less costs to sell and value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The impairment is then allocated to each single vessel on a pro-rata basis, based on the carrying amount of each vessel in the CGU with the limit of the higher of fair value less cost of disposal and value in use. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.

An impairment loss for an asset (or CGU) other than goodwill is reversed if, and only if, there has been a change in the estimate of the asset’s (or CGU’s) recoverable amount since the last impairment loss was recognised. The carrying amount of the asset (or CGU) is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation and depreciation) had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of impairment loss for an asset (or CGU) other than goodwill is recognised in profit or loss.

 

2.11 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.

The Group derecognises a borrowing when its contractual obligations are discharged, cancelled, or expired. The Group also derecognises a borrowing when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a borrowing, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

 

2.12 Borrowing costs

Borrowing costs are recognised in profit or loss using the effective interest method except for those costs that are directly attributable to the construction of vessels. This includes those costs on borrowings acquired specifically for the construction of vessels, as well as those in relation to general borrowings used to finance the construction of vessels.

Borrowing costs are capitalised in the cost of the vessel under construction. Borrowing costs on general borrowings are capitalised by applying a capitalisation rate to the construction expenditure that are financed by general borrowings.

 

2.13 Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired from suppliers in the ordinary course of business. Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade and other payables are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method, and are derecognised when the Group’s obligation has been discharged or cancelled or expired.

 

2.14 Derivative financial instruments and hedging activities

A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The fair value of derivative financial instruments represents the amount estimated by banks or brokers that the Group will receive or pay to terminate the derivatives at the balance sheet date.

For derivative financial instruments that are not designated or do not qualify for hedge accounting, any fair value gains or losses are recognised in profit or loss as a finance item. In particular, gains and losses on currency derivatives are presented in profit or loss as ‘foreign currency exchange gain/(loss) – net’, whilst gains and losses on other derivatives are presented in profit or loss as ’derivative gain/(loss) – net’, unless the gains and losses are material.

The Group designates certain financial instruments in qualifying hedging relationships and documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedging transactions.

The Group also documents its assessment, both at hedge inception and on a periodic basis, of whether the derivatives designated as hedging instruments are highly effective in offsetting changes in fair value or cash flows of the hedged items prospectively.

For the purpose of evaluating whether the hedging relationship is expected to be highly effective (i.e. prospective effectiveness assessment), the Group assumes that the benchmark interest rate is not affected as a result of IBOR reform.

The Group enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item and no hedge ineffectiveness is deemed to exist. In circumstances when the terms of the hedged item do not match exactly the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness of hedging relationship.

Cash flow hedges – Interest rate derivatives

The Group has entered into interest rate swaps that are cash flow hedges for the Group’s exposure to interest rate risk on its borrowings. These contracts entitle the Group to receive interest at floating rates on notional principal amounts and oblige the Group to pay interest at fixed rates on the same notional principal amounts, thus allowing the Group to raise borrowings at floating rates and swap them into fixed rates. For the purpose of hedge accounting, management designated a portion of the nominal value of loans to be hedged by the total notional value of the interest rate swaps. There is no imbalance that would create ineffectiveness and cause the relationship to be inconsistent with the purpose of hedge accounting.

The Group has also entered into several interest rate caps that entitle the Group to receive interest payments when the floating interest rate goes above the strike rate. Since 2020, these interest rate caps were discontinued as hedging instruments and any fair value changes are recorded in profit or loss.

The fair value changes on the effective portion of interest rate derivatives designated as cash flow hedges are recognised in other comprehensive income, accumulated in the hedging reserve and reclassified to profit or loss when the hedged interest expense on the borrowings is recognised in profit or loss. The fair value changes on the ineffective portion of these interest rate derivatives are recognised immediately in profit or loss.

For a cash flow hedge of a forecast transaction, the Group assumes that the benchmark interest rate will not be altered as a result of interbank offered rates (IBOR) reform for the purpose of asserting that the forecast transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect profit or loss.

The Group will no longer apply the amendments to its highly probable assessment of the hedged item when the uncertainty arising from interest rate benchmark reform with respect to the timing and amount of the interest rate benchmark-based future cash flows of the hedged item is no longer present, or when the hedging relationship is discontinued.

To determine whether the designated forecast transaction is no longer expected to occur, the Group assumes that the interest rate benchmark cash flows designated as a hedge will not be altered as a result of interest rate benchmark reform.

 

Hedges directly affected by interest rate benchmark reform

Phase 1 amendments: Prior to interest rate benchmark reform – when there is uncer-tainty arising from interest rate benchmark reform

For the purpose of evaluating whether the hedging relationship is expected to be highly effective (i.e. prospective effectiveness assessment), the Group assumes that the benchmark interest rate is not affected as a result of interest rate benchmark reform.

For a cash flow hedge of a forecast transaction, the Group assumes that the benchmark interest rate will not be altered as a result of interest rate benchmark reform for the purpose of assessing whether the forecast transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect profit or loss.

In determining whether a previously designated forecast transaction in a discontinued cash flow hedge is still expected to occur, the Group assumes that the interest rate benchmark cash flows designated as a hedge will not be altered as a result of interest rate benchmark reform.

The Group will cease to apply the specific policy for assessing the economic relationship between the hedged item and the hedging instrument (i) to a hedged item or hedging instrument when the uncertainty arising from interest rate benchmark reform is no longer present with respect to the timing and the amount of the contractual cash flows of the respective item or instrument; or (ii) when the hedging relationship is discontinued.

 

Phase 2 amendments: Replacement of benchmark interest rates – when there is no longer uncertainty arising from interest rate benchmark reform

The basis for determining the contractual cash flows of the hedged item or the hedging instrument may be modified as required by the IBOR reform. A change in the basis for determining the contractual cash flows is required by interest rate benchmark reform if the following conditions are met:

  • the change is necessary as a direct consequence of the reform; and
  • the new basis for determining the contractual cash flows is economically equivalent to the previous basis – i.e. the basis immediately before the change

For these modifications, the Group amends the hedge documentation of that hedging relationship to reflect the change(s) required by interest rate benchmark reform when there is no longer uncertainty about the cash flows of the hedged item or the hedging instrument.

For this purpose, the hedge designation is amended only to make one or more of the following changes:

  • designating an alternative benchmark rate as the hedged risk
  • updating the description of hedged item, including the description of the designated portion of the cash flows or fair value being hedged; or
  • updating the description of the hedging instrument

The Group amends the description of the hedging instrument only if the following conditions are met:

  • it makes a change required by interest rate benchmark reform by changing the basis for determining the contractual cash flows of the hedging instrument or using another approach that is econom-ically equivalent to changing the basis for determining the contractual cash flows of the original hedging instrument; and
  • the original hedging instrument is not derecognised

These amendments in the formal hedge documentation do not constitute the discontinuation of the hedging relationship or the designation of a new hedging relationship.

If other changes are made in addition to those changes required by interest rate benchmark reform described above, then the Group first considers whether those addi-tional changes result in the discontinuation of the hedge accounting relationship.

If the additional changes do not result in discontinuation of the hedge accounting relationship, then the Group amends the formal hedge documentation for changes required by interest rate benchmark reform as mentioned above.

When the interest rate benchmark on which the hedged future cash flows had been based is changed as required by interest rate benchmark reform, for the purpose of determining whether the hedged future cash flows are expected to occur, the Group deems that the hedging reserve recognised in other comprehensive income for that hedging relationship is based on the alternative benchmark rate on which the hedged future cash flows will be based.

2.15 Freight forward agreements

The Group has entered into freight forward agreements to manage its exposure to freight rates. Further details of derivative financial instruments are disclosed in Note 20.

Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. Derivatives are not offset in the financial statements unless the Group has both legal right and intention to offset. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instruments is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

The Group does not apply hedge accounting and therefore all changes in fair values of forward freight agreements used for economic hedges are recognised in profit or loss.

 

2.16 Fair value estimation of financial assets and liabilities

The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices at the balance sheet date. The quoted market prices used for financial assets are the current bid prices and the quoted market prices for financial liabilities are the current asking prices.

The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques such as discounted cash flow analyses. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used.

The fair value of interest rate derivatives is calculated as the present value of the estimated future cash flows, discounted at actively quoted interest rates. The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet date.

The carrying amounts of current financial assets and liabilities, measured at amortised cost, approximate their fair values, due to the short term nature of the balances. The fair values of financial liabilities carried at amortised cost are estimated by discounting the future contractual cash flows at current market interest rates, determined as those that are available to the Group at balance sheet date for similar financial instruments.

 

2.17 Leases
(a) When a group company is the lessee

When a group company is the lessee At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.

For leases of vessels, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of its relative stand-alone prices. However, for leases of property and other equipment, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset, less any lease incentives received.

The right-of-use asset is subsequently carried at cost less accumulated depreciation and accumulated impairment losses. Depreciation is calculated using a straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the applicable incremental borrowing rate. Generally, the Group uses the incremental borrowing rates as the discount rates. The Group determines the incremental borrowing rates by obtaining interest rates from various external financing sources.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in-substance fixed payments;
  • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
  • amounts expected to be payable under a residual value guarantee;
  • exercise price under a purchase option that the Group is reasonably certain to exercise;
  • lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and
  • payment of penalties for early termination of a lease unless the Group is reasonably certain that it will not terminate early.

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from a change in an index or rate;
  • there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or
  • there is a change in the Group’s assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recognised in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets as a part of total property, plant and equipment and lease liabilities in ‘borrowings’ in the consolidated balance sheet.

Short-term and low value leases

The Group has elected not to recognise right-of-use assets and lease liabilities for leases with lease terms that are less than 12 months and other low-value assets. Lease payments associated with these leases are recognised as an expense in profit or loss on a straight-line basis over the lease term.

 

(b) When a group company is the lessor

The Group determines at lease inception whether each lease is a finance lease or an operating lease.

Finance leases

Leases of assets in which the Group transfers (leases out) substantially all risks and rewards incidental to ownership of the leased asset to the lessees are classified as finance leases. The leased asset is derecognised and the present value of the lease receivable (net of initial direct costs for negotiating and arranging the lease) is recognised on the consolidated balance sheet as finance lease receivables. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income, included as part of revenue, is recognised over the lease term using the net investment method, which reflects a constant periodic rate of return.

The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Group further regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease.

Operating leases

Leases of assets in which the Group retains substantially all risks and rewards incidental to ownership are classified as operating leases. Assets leased out under operating leases are included in property, plant and equipment. Rental income (net of any incentives given to lessee) is recognised on a straight-line basis over the lease term.

Intermediate leases

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is short-term lease to which the Group applies the exemption described above, the sub-lease is then classified as an operating lease.

 

(c) Sale and leaseback

A sale and leaseback transaction is where the Group transfers an asset to another entity (the buyer-lessor) and leases that asset back from the buyer-lessor.

Where the buyer-lessor obtains control of the transferred asset, the Group measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right-of-use retained by the Group.

Where the buyer-lessor does not obtain control of the transferred asset, the Group continues to recognise the transferred asset and recognises a financial liability equal to the transfer proceeds.

 

2.18 Inventories

Inventories comprise mainly fuel and lubricating oils which are used for operation of vessels.

The cost of inventories includes purchase costs, as well as any other costs incurred in bringing inventory on board the vessel. Inventories are accounted for on a first-in, first-out basis, and stated at lower of cost and net realisable value. Consumption of inventories is recognised as an expense in profit or loss when the usage occurs.

 

2.19 Income taxes

The tax expense for the period comprises current and deferred taxes. Tax is recognised as income or expense in profit or loss, except to the extent that it relates to items recognised in other comprehensive income in which case the tax is also recognised in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Positions taken in tax returns are evaluated periodically, with respect to situations in which applicable tax regulations are subject to interpretation, and provisions are established where appropriate, on the basis of amounts expected to be paid to the tax authorities. In relation to accounting for tax uncertainties, where it is more likely than not that the final tax outcome would be favourable to the Group, no tax provision is recognised until payment to the tax authorities is required, and upon which a tax asset, measured at the expected recoverable amount, is recognised.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax is recognised on temporary differences arising on income earned from investments in subsidiaries, except where the timing of the reversal of the temporary difference can be controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

2.20 Employee benefits

Employee benefits are recognised as an expense, unless the cost qualifies to be classified as an asset.

(a) Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.

(b) Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

(c) Share-based payment

During the financial years ended 31 December 2020 and 2021, the Group introduced Long Term Incentive Plan (LTIP) 2020 and LTIP 2021 respectively. Under this scheme, the grantdate fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

 

2.21 Foreign currency translation
(a) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in United States Dollars, which is the Company’s functional currency. All financial information presented in US dollars has been rounded to the nearest thousand, unless otherwise stated.

 

(b) Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Foreign currency exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date, are recognised in profit or loss.

 

2.22 Cash and cash equivalents

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand and deposits held at call with financial institutions, which are subject to an insignificant risk of change in value.

 

2.23 Share capital

Common shares are classified as equity.

Incremental costs directly attributable to the issuance of new equity instruments are taken to equity as a deduction, net of tax, from the proceeds.

 

2.24 Dividends

Interim dividends are recognised in the financial year in which they are declared payable and final dividends are recognised when the dividends are approved for payment by the directors and shareholders respectively.

 

2.25 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation whereby as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and a reliable estimate of the settlement amount can be made. When the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. Provisions are not recognised for future operating losses.

For leased-in assets, the Group recognises a provision for the estimated costs of reinstatement arising from the use of these assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value.

 

2.26 Financial guarantee contracts

Financial guarantee contracts are accounted for as insurance contracts and treated as contingent liabilities until such time as they become probable that the Group will be required to make a payment under the guarantee. A provision is recognised based on the Group’s estimate of the ultimate cost of settling all claims incurred but unpaid at the balance sheet date. The provision is assessed by reviewing individual claims and tested for adequacy by comparing the amount recognised and the amount that would be required to settle the guarantee contract.

 

2.27  Assets held for sale

Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell. The assets are not depreciated or amortised while they are classified as held for sale. Any impairment loss on initial classification and subsequent measurement is recognised as an expense in profit or loss. Any subsequent increase in fair value less costs to sell (not exceeding the accumulated impairment loss that has been previously recognised) is recognised in profit or loss.

 

2.28 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to management who are responsible for allocating resources and assessing performance of the operating segments.

 

2.29 Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, and the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.

3. Acquisition of Subsidiaries

On 27 January 2022, the Group completed the acquisition of 100% of equity interest in Chemical Tankers Inc and its subsidiaries (“CTI”), including CTI’s fleet of 32 vessels, in exchange for the Company’s equity instruments (“Acquisition of CTI”). The acquisition was accounted for as an asset acquisition that did not constitute a business and which was satisfied by way of issuance of new shares of the Company together with the Company’s existing treasury shares.

In exchange for all outstanding shares in CTI, CTI’s shareholders received a total of 99,199,394 common shares in the Company, consisting of 92,112,691 newly issued shares and 7,086,703 of treasury shares. Since the consideration for the acquisition was satisfied by way of issuance of the Company’s equity instruments, the accounting of the fair value of the consideration settled follows the guidance of IFRS 2 Share-based Payment. At the acquisition date, ordinary shares and the existing treasury shares of the Company were issued to CTI’s shareholders, and the fair value of issued shares was deemed to be the fair value of the CTI’s net assets acquired.

As a matter of practical expediency, management accounted for the acquisition by utilising the carrying amounts of CTI’s assets and liabilities as at 31 January 2022, adjusted for fair value adjustments. The financial effect of the acquisition from 27 January 2022 to 31 January 2022 was deemed immaterial to the financial position of the Group.

The fair value of CTI’s net assets acquired was assessed at USD 221.1 million. Equity settlement of the transaction resulted in an increase in share capital of USD 0.9 million and share premium of USD 207.4 million, while reducing balance of treasury shares by USD 12.8 million. The effects of CTI acquisition resulted in increases in the Group’s assets, liabilities and equity by USD 943.0 million, USD 721.9 million and USD 221.1 million respectively.

 

(a) Assets acquired and liabilities assumed

A summary of the acquired assets and liabilities of CTI is presented below.

CTI balances acquired at fair values 2022
USD’000
Property, plant and equipment 893,009
Restricted cash 6,050
Cash and cash equivalents 4,195
Inventories 3,168
Trade and other receivables 36,584
Trade and other payables (19,435)
Borrowings (702,423)
Total net assets acquired 221,148
(b) Consideration transferred

The following table summarises the acquisition date fair value of each class of consideration transferred.

USD’000
Common shares issued 893,009
Treasury shares transferred 6,050
Less: Cost of issuing new common shares 4,195
Net consideration transferred in the form of issued common shares and treasury shares 220,212

 

(c) Measurement of fair values

The fair value of acquired vessels was estimated based on independent third-party valuation reports close to the acquisition date, which made reference to comparable transaction prices of similar vessels.

The carrying values of acquired borrowings approximate their fair values as the bank borrowings bear floating interest rates and were re-priceable at three-month intervals.

Other acquired items represent working capital items whose carrying values approximate fair values due to short period of maturity.

4. Revenue

2022
USD’000
2021
USD’000
Revenue from time charter 136,498 64,891
Revenue from voyage charter 1,696,046 746,326
Total revenue 1,832,544 811,217

The Group’s revenue is generated from the following main business segments: LR2 Product Tankers, LR1 Product Tankers, MR Product Tankers, Handy Product Tankers, Chemical-Handy Product Tankers, Chemical-MR Product Tankers and Chemical-Stainless Product Tankers. During the year, the Group exited the Chemical-Stainless segment after disposing of its Chemical-Stainless vessels that were previously acquired through the acquisition of CTI. The table below presents disaggregation of revenue by business segments.

2022 Revenue 100,447 699,821 632,258 90,612 192,097 87,700 29,609 1,832,544
2021 Revenue 54,540 236,461 413,116 107,100 811,217
LR2
USD ‘000
LR1
USD ‘000
MR
USD ‘000
Handy
USD ‘000
Chemical-Handy USD ’000 Chemical-MR USD ’000 Chemical-Stainless USD ’000 Total
USD ‘000

 

Time charter hire income is recognised on a straight-line basis over the term of the time charter period. Voyage charter revenue is recognised on a load-to-discharge basis, evenly over the period from the point of loading of the current voyage to the point of discharge of the current voyage.

As a practical expedient, contract costs to obtain the contract, including voyage costs to arrive to the point of loading (‘ballast leg’ costs) are expensed in profit or loss as incurred since the amortisation period of the asset is less than one year.

Payments for trade receivables generally are due immediately or within 7 days from the invoice date. Information about trade receivables from contracts with customers and contract assets is presented in Note 12.

5. Expenses by Nature

2022
USD’000
2021
USD’000
Fuel oil consumed (Note 11) 347,483 253,479
Port costs 103,367 124,082
Brokers’ commission expenses 27,080 23,440
Other voyage expenses 7,918 7,281
Voyage expenses 485,848 408,282

 

Employee benefits (Note 6) 167,098 125,175
Maintenance and repair expenses 70,584 48,117
Insurance expenses 11,832 8,416
Other vessel operating expenses 14,389 10,751
Vessel operating expenses 263,903 192,459

 

Support service fee 19,181 3,866
Employee benefits (Note 6) 37,766 28,790
Other operating expenses 2,577 10,323
Other expenses 59,524 42,979

6. Employee Benefits

2022
USD’000
2021
USD’000
Wages and salaries (Note 5) 204,864 153,965

7. Income taxes

Based on the tax laws in the jurisdictions in which the Group and its subsidiaries operate, shipping profits are exempted from income tax.Non-shipping profits are taxed at the prevailing tax rate of each tax jurisdiction where the profit is earned.

Certain of the Group’s vessels are subject to the tonnage tax regime in Denmark, whose effect is not significant.

Income tax expense 2022
USD’000
2021
USD’000
Tax expense attributable to profit is made up of:
Current income tax 5,785 2,229
Changes in estimates related to prior years 893 2,161
6,678 4,390

 

There is no income, withholding, capital gain or capital transfer taxes payable in Bermuda. The income tax expense reconciliation of the Group is as follows:

Reconciliation of effective tax rate 2022
USD’000
2021
USD’000
Profit/(loss) before income tax 758,267 (51,103)
Tax calculated at a tax rate of 0% (2021: 0%)
Effect of:
-Tax on non-shipping income 5,785 2,229
– Changes in estimates related to prior years 893 2,161
Income tax expense 6,678 4,390

The Group’s shipping profits are essentially exempted from income tax, as granted by various ship registrars across the world. Tax losses incurred in the generation of exempted shipping profits are therefore not deductible against future taxable income.

 

5. Employee benefits

2021
USD’000
2020
USD’000
Wages and salaries (Note 4) 153,965 151,325

 

6. Income taxes

Based on the tax laws in the jurisdictions in which the Group and its subsidiaries operate, shipping profits are exempted from income tax. Non-shipping profits are taxed at the prevailing tax rate of each tax jurisdiction where the profit is earned.

Certain of the Group’s vessels are subject to the tonnage tax regime in Denmark, whose effect is not significant.

Income tax expense

2021
USD’000
2020
USD’000
Tax expense attributable to profit is made up of:
Current income tax 2,229 2,000
Changes in estimates related to prior years 2,161 654
4,390 2,654

There is no income, withholding, capital gain or capital transfer taxes payable in Bermuda. The income tax expense reconciliation of the Group is as follows:

Reconciliation of effective tax rate

2021
USD’000
2020
USD’000
(Loss)/profit before income tax (51,103) 151,430
Tax calculated at a tax rate of 0% (2020: 0%)
Effect of
– Tax on non-shipping income 2,229 2,000
– Changes in estimates related to prior years 2,161 654
Income tax expense 4,390 2,654

The Group’s shipping profits are essentially exempted from income tax, as granted by various ship registrars across the world. Tax losses incurred in the generation of exempted shipping profits are therefore not deductible against future taxable income.

8. Earnings per share

Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of common shares outstanding during the financial year.

2022
USD ‘000
2021
USD’000
Net profit/(loss) attributable to equity holders of the Company (USD ’000) 751,589 (55,493)

(a) Basic earnings/loss per share

Issued common shares at 1 January 370,244,325 370,244,325
Effect of share options exercised satisfied from treasury shares 66,374
Effect of shares issued for acquisition of CTI 83,736,555
Effect of new shares issued
25,551,838
Effect of treasury shares purchased (1,708,209) (7,117,103)
Weighted-average number of ordinary shares at 31 Decembe 477,890,883 363,127,222
Basic earnings/(loss) per share (USD per share) 1.57 (0.15)

(b) Diluted earnings/(loss) per share

Weighted-average number of ordinary shares (basic) 477,890,883 363,127,222
Effect of share options on issue 11,185,991
Weighted-average number of ordinary shares at 31 December 489,076,874 363,127,222
Diluted earnings/(loss) per share (USD per share) 1.54 (0.15)

Diluted earnings per share is determined by adjusting profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, and the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.

As at 31 December 2021, the diluted weighted-average earnings per share was equivalent to the basic earnings per share, as 10,294,731 share options had been excluded from the calculations as their effects would have been anti-dilutive.

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding.

 

9. Property, plant and equipment

Vessels
USD’000
Dry docking and scrubbers
USD’000
Right-of-use assets
USD’000
Others
USD’000
Total
USD’000
Cost
At 1 January 2022 2,874,159 116,673 188,983 380 3,180,195
Acquisition of CTI’s property, plant and equipment (Note 3(a)) 876,246 16,754 9 893,009
Additions 406,828 39,320 1,895 980 449,023
Disposal of vessels (400,805) (20,870) (421,675)
Disposal of CTI’s vessel owning subsidiaries (Note 9(b)) (57,770) (1,256) (59,026)
Write off on completion of dry docking cycle (12,620) (12,620)
At 31 December 2022 3,698,658 138,001 138,001 1,369 4,028,906
Accumulated depreciation and impairment charges
At 1 January 2022 964,625 53,259 77,454 114 1,095,452
Depreciation charge 133,116 29,228 45,520 125 207,989
Disposal of vessel (126,945) (11,032) (137,977)
Disposal of CTI’s vessel owning subsidiaries (Note 9(b)) (457) (44) (501)
Write off on completion of dry docking cycle (12,620) (12,620)
At 31 December 2022 970,339 58,791 122,974 239 1,152,343
Net book value
31 December 2022
2,728,319 79,210 67,904 1,130 2,876,563

 

Vessels
USD’000
Dry docking and scrubbers
USD’000
Right-of-use assets
USD’000
Others
USD’000
Total
USD’000
Cost
At 1 January 2021 2,950,354 110,007 152,757 103 3,213,221
Additions 8,981 17,405 36,226 277 62,889
Disposal of vessel (85,176) (3,467) (88,643)
Write off on completion of dry docking cycle (7,272) (7,272)
At 31 December 2021 2,874,159 116,673 188,983 380 3,180,195
Accumulated depreciation and impairment charges
At 1 January 2021 921,216 40,106 45,381 78 1,006,781
Depreciation charge 94,758 23,593 32,073 36 150,460
Disposal of vessel (51,349) (3,168) (54,517)
Write off on completion of dry docking cycle (7,272) (7,272)
At 31 December 2021 964,625 53,259 77,454 114 1,095,452
Net book value
31 December 2021
1,909,534 63,414 111,529 266 2,084,743

(a) During the year, the Group acquired 12 LR1 vessels from Scorpio Tankers Inc (“Scorpio”) for cash consideration. Acquisition of the vessels was subsequently financed
via a sale-and leaseback facility arrangement entered with an external financial institution (see Note 19).

(b) During the year, the Group disposed six Handy vessels, four LR1 vessels and eight of CTI’s Chemical-Stainless vessels to external parties.

Two of the Chemical-Stainless vessels, Hafnia Spark and Hafnia Stellar, were deemed be sold even though physical title over the vessels has not been transferred, as control over the vessels has been transferred to the buyers. These vessels were financed by sale-and-leaseback arrangements that did not meet the criteria for sale as prescribed by IFRS 15 Revenue with customers (see Note 19).

Another two Chemical-Stainless vessels, Hafnia Sirius and Hafnia Sky, were disposed via the disposal of the vessel owning subsidiaries in October 2022. These subsidiaries were acquired on 27 January 2022 through the CTI acquisition. The effects of the disposal on the financial position of the Group as at 31 December 2022 are
as follow:

USD ’000
Property, plant and equipment (58,525)
Trade and other receivables (1,869)
Borrowings 46,604
Net assets (13,790)
Net consideration received,
satisfied in cash
15,882
Net cash inflows 15,882
Gain on disposal of subsidiaries 2,092

(c) The Group organises the commercial management of the fleet of vessels into five individual commercial pools: LR, MR, Handy, Chemical-Handy and Chemical-MR. Each indiviual
commercial pool constitutes a separate cashgenerating unit (“CGU”). For vessels outside commercial pools and deployed on a time-charter basis, each of these vessels constitutes a
separate CGU. Any time-chartered in vessels which are recognised as ROU assets by the Group and subsequently deployed in the commercial pools are included as part of the pool CGUs.

As at 31 December 2022, the Group assessed whether these CGUs had indicators of impairment by reference to internal and external factors according to its stated policy set out in
Note 2.3(b).

The Group obtained valuation reports from independent ship brokers to assess whether fair value of vessels as per valuation reports exceed their carrying values at the reporting date. As the fair market values of the Group’s vessels exceed their respective carrying amounts, and together with other macroeconomic and geopolitical factors that favoured the product and chemical tanker businesses at the reporting date, the Group concluded that there were no indicators of impairment for the vessels heldowned and leased that were deployed in their respective CGUs.

In FY2021, the Group concluded there were impairment indicators, and proceeded to test the respective CGUs. The recoverable amounts of each pool CGU and individual vessel CGU were assessed by management based on value in use computations. In determining the value of use, expected cash flows of each CGU were discounted to their present values.
This required significant management judgement over assumptions used relating to forecasted spot freight rates, forecasted operating costs and discount rates applied.
As a result of the assessment, the recoverable amounts of the pool CGUs and individual vessel CGUs were found to be in excess of the carrying amounts of vessels and ROU assets deployed in these CGUs. Accordingly, no impairment loss was recognised in 2021.

(d) The Group has mortgaged vessels with a total carrying amount of USD 2,807.5 million (2021: USD 1,972.9 million) as security over the Group’s bank borrowings.

10. Intangible assets

Intangible assets are the fair values of IT infrastructure and customer contracts acquired in the course of acquisition of businesses from Hafnia Management A/S and subsidiaries.

Customer contracts
USD’000
IT infrastructure
USD’000
Total
USD’000
Cost
At 1 January 2021 3,728 2,070 5,798
Additions 367 367
At 31 December 2021 3,728 2,437 6,165
Additions 248 248
At 31 December 2023 3,728 2,685 6,413
Accumulated amortisation charge
At 1 January 2021 (1,159) (215) (1,374)
Amortisation charge (752) (467) (1,219)
At 31 December 2021 (1,911) (682) (2,593)
Amortisation charge (752) (478) (1,230)
At 31 December 2022 (2,663) (1,160) (3,823)
Net book value
31 December 2021 1,817 1,755 3,572
31 December 2022 1,065 1,525 2,590

 

11. Inventories

2022 USD’000 2021 USD’000
Fuel oil 1,471 1,166
Lubricating oils 8,623 5,495
10,094 6,661

The cost of inventories recognised as expenses and included in “voyage expenses” amounted to USD 347.5 million (2021: USD 253.5 million).

 

12. Trade and other receivables

Note 2022 USD’000 2021 USD’000
Trade receivables
– non-related parties 419,064 118,467
Less: Allowance made for trade receivables
– non-related parties 25(b)
Trade receivables – net 419,064 118,467
Prepayments 21,602 9,287
Pool working capital 75,362 42,300
Other receivables
– non-related parties 100,320 31,069
616,348 201,123

The carrying amounts of trade and other receivables, principally denominated in United States Dollars, approximate their fair values due to the short period to maturity.

Included within trade and other receivables as at 31 December 2022 are contract assets of USD 99.5 million (2021: USD 27.5 million). These contract assets relate to the Group’s rights to consideration for proportional performance from voyage charters in progress at the balance sheet date. These contract assets are transferred to trade receivables when the rights to such consideration become unconditional, typically when the Group has satisfied its performance obligations upon completion of the voyage. As voyage charters in progress have an expected duration of less than one year, the Group applies the practical expedient available under IFRS 15 and does not disclose information about remaining performance obligations as at balance sheet date. There were no impairment losses recognised on contract assets (2021: USD Nil).

During the year, two of the Chemical-Stainless vessels, Hafnia Spark and Hafnia Stellar, were deemed be sold even though physical title over the vessels have not been transferred, as control over the vessels have been transferred to the buyers. Included within other receivables are USD 49.9 million of receivables from the buyers to be used to repay the associated lease liabilities outstanding for Hafnia Spark and Hafnia Stellar up to and until legal completion of the sale of these vessels (see Note 9 and Note 19).

 

13. Loans receivable from joint venture and pool participants

The Group and CSSC (Hong Kong) Shipping Company Limited (“CSSC Shipping”) are joint venture partners in Vista Shipping Pte. Ltd. (formerly known as Vista Shipping Limited), which builds and operates LR1 and LR2 product tanker vessels.

As part of financing for the newbuilds under the joint venture, each joint venture partner provides to the joint venture a shareholder’s loan to finance 50% of the initial payment instalments for the product tanker vessels.

In 2021, two orders for LR2 vessels were made through the joint venture. As part of financing for the LR2 newbuilds under the joint venture, each joint venture partner contributed a shareholder’s loan to finance the pre-delivery instalments for the four LR2 newbuilds.

In 2022, the joint venture partners provided additional financing of USD 23.0 million.

The loans receivable from the joint venture are unsecured, bear interest at three-month USD LIBOR plus 3% margin per annum and have no fixed terms of repayment. As the Group does not expect the joint venture to settle the loans within the next 12 months, the loans receivable are classified as “non-current” receivables. In substance, the Group considers these loan receivables as an extension of the Group’s investments in joint venture. The carrying amounts of the loan receivables approximate their fair values since the interest rates are re-priceable at three-month intervals.

In July 2021, the Group provided a working capital loan to the commercial pools. The loan receivables attributable to the Group’s own vessels operating in the pools have been eliminated against the Group’s vessels’ share of the loan. The resulting loan receivables presented on the balance sheet are due from the Group’s pool participants.

In 2022, the Group provided additional financing to commercial pools of USD 15.0 million.

The loan receivables from the pool participants are unsecured, bear interest at three-month USD LIBOR plus 4.8% margin per annum and are repayable within the next 12 months. The loan receivables are classified as “current” receivables. The carrying amounts of the loan receivables approximate their fair values since the interest rates are re-priceable at three-month intervals.

 

2021 USD’000 2020 USD’000
Loans receivable from pool participants

45,998

34,865

Loans receivable from joint venture

74,213

60,229

 

14. Associated Companies and Joint Ventures

 

2022 USD’000 2021 USD’000
Interest in associates

1,863

Interest in joint venture

39,359

13,355

39,359

15,218

 

(a) Interest in associates

The Group, through its wholly owned subsidiary Hafnia Tankers ApS, had a 40% interest in Hafnia Management A/S and its subsidiaries (“Hafnia Management”). Hafnia Management A/S was incorporated in Denmark.

In December 2022, Hafnia Management was dissolved following a volun- tary liquidation and the cash proceed was distributed back to the Group and deducted against investment cost The deficit of USD 36,555 was recorded in current year’s profit or loss.

The following table summarises the profit for the year and other financial information according to Hafnia Management’s own financial statements. The table also reconciles the summarised financial information to the carrying amount of the Group’s interest in Hafnia Management.

Hafnia Management 2022 USD’000 2021 USD’000
Percentage ownership interest 40% 40%
Current assets

4,562

4,361

Current liabilities

(172)

Net assets (100%)

4,562

4,189

Net assets (40%)

1,825

1,676

Other adjustments

187

Cash distribution on liquidation

(1,825)

Group’s share of net assets (40%)

1,863

Other income 162
Expenses (92)
Profit/(loss) and total comprehensive income (100%) (92) 162
Profit/(loss) and total comprehensive income (40%) (37) 65
Group’s share of total comprehensive income (40%) (37) 65

(b) Interest in joint ventures

(1) Vista Shipping Pte. Ltd. and its subsidiaries (“Vista Shipping”) is a joint venture in which the Group has joint control and 50% ownership interest. Vista Shipping is domiciled in Singapore and structured as a sepa rate vehicle in shipowning, with the Group having residual interest in its net assets. Accordingly, the Group has classified its interest in Vista Shipping as a joint venture. In accordance with the agreement under which Vista Shipping was established, the Group and the other investor in the joint venture have agreed to provide shareholders’ loans in proportion to their interests to finance the newbuild programme asdscribed in Note 13.

The following table summarises the financial information of Vista Shipping as included in its own consolidated financial statements. The table also reconciles the summarised financial information to the carrying amount of the Group’s interest in Vista Shipping.

 

2022 USD’000 2021 USD’000
Percentage ownership interest 50% 50%
Non-current assets

275,964

255,580

Current assets

57,618

15,665

Non-current liabilities

(268,921)

(192,430)

Current liabilities (13,667) (73,251)
Net assets (100%)

50,994

5,564

Group’s share of net assets (50%)

25,497

2,782

Revenue

78,275

25,601

Other income

617

190

Expenses

(34,690)

(30,152)

Profit/(loss) and total comprehensive income/(loss) (100%)

44,202

(4,361)

Profit/(loss) and total comprehensive in- come/(loss) (50%)

22,101

(2,181)

Prior year share of profit/(loss) not recognised

614

(21)
Group’s share of total comprehensive (loss)/income (50%)

22,715

(2,193)

(2) In July 2021, the Group and Andromeda Shipholdings Ltd (“Andromeda Shipholdings”) entered into a joint venture, H&A Shipping Ltd (“H&A Shipping”) in which the Group has joint control and 50% ownership interest. H&A Shipping is domiciled in the Republic of the Marshall Islands and structured as a separate vehicle in shipowning, and the Group has residual interest in its net assets. Accordingly, the Group has classified its interest in H&A Shipping Ltd as a joint venture. In accordance with the agreement under which H&A Shipping is established, the Group and the other investor in the joint venture have agreed to provide equity in proportion to their interests to finance the newbuild programme.

The following table summarises the financial information of H&A Shipping as included in its own consolidated financial statements. The table also reconciles the summarised financial information to the carrying amount of the Group’s interest in H&A Shipping.

(2) In July 2021, the Group and Andromeda Shipholdings Ltd (“Andromeda Shipholdings”) entered into a joint venture, H&A Shipping Ltd (“H&A Shipping”) in which the Group has joint control and 50% ownership interest. H&A Shipping is domiciled in the Republic of the Marshall Is- lands and structured as a separate vehicle in shipowning, with the Group having residual interest in its net assets. Accordingly, the Group has classified its interest in H&A Shipping Ltd as a joint venture. In accordance with the agreement under which H&A Shipping was estab- lished, the Group and the other investor in the joint venture have agreed to provide equity in proportion to their interests to finance the newbuild programme.

The following table summarises the financial information of H&A Shipping as included in its own consolidated financial statements. The table also reconciles the summarised financial information to the carrying amount of the Group’s interest in H&A Shipping.

2022 USD ’000 2021 USD ’000
Percentage ownership interest 50% 50%
Non-current assets

66,091

41,885

Current assets

4,136

1,261

Non-current liabilities

(54,981)

(32,234)

Current liabilities

(4,573)

(2,417)

Net assets (100%)

10,673

8,495

Group’s share of net assets (50%)

5,337

4,247

Shareholder’s loans

7,667

5,853

Alignment of accounting policies

858

473

Carrying amount of interest in joint venture

13,862

10,573

Revenue 11,109 2,414
Other income 266 5
Expenses (9,198) (1,969)
Profit and total comprehensive income (100%)

2,177

450

Profit and total comprehensive income (50%)

1,089

225

Alignment of accounting policies

385

135

Group’s share of total comprehensive income (50%)

1,474

360

 

 

15. Cash and Cash Equivalents including Restricted C

2022 USD’000 2021 USD’000
Cash at bank and on hand

174,440

100,075

Restricted cash

4,780

179,220

100,075

Less: Restricted cash

(4,780)

Cash and cash equivalents in the statements of cash flows

174,440

100,075

The restricted cash represents amounts placed in debt service reserve accounts. This restricted cash is not available to finance the Group’s day to day operations.

 

16. Share Capital and Contributed Surplus

Number of shares Share capital
USD’000
Share premium
USD’000
Total
USD’000
At 1 January 2022 370,244,325 3,703 704,834 708,537

Shares issued for acquisition of CTI

92,112,691

921

206,459

207,380

New shares issued

37,600,000

376

97,170

97,546

Purchase of treasury shares cum issuance of shares

3,431,577

35

15,533

15,568

At 31 December 2022

503,388,593

5,035

1,023,996

1,029,031

At 1 January 2021 and 31 December 2021

370,244,325

3,703

704,834

708,537

 

(a)  Authorised share capital

The total authorised number of shares is 750,000,000 (2021: 600,000,000) common shares at par value of USD 0.01 per share.

In August 2022, the total authorised number of shares was increased by 150,000,000 shares with a par value of USD 0.01 per share.

(b)  Issued and fully paid share capital

On 27 January 2022, the Company issued 92,112,691 new common shares in the Company, as part of the purchase consideration for the acquisition of CTI. Refer to Note 3.

On 9 May 2022, the Company issued 37,600,000 new common shares at a private placement at subscription price of NOK 25 per share, raising net proceeds of USD 97.5 million.

On 26 August 2022, the Company entered into a share lending agreement with BW Group Limited (“BW Group”), whereby BW Group lent 3,431,577 shares of the Company. The borrowed shares were redelivered by way of the Company issuing new shares to BW Group at a subscription price of USD 0.01 per share. Following this transaction, the Company had 3,431,577 newly issued shares and 3,431,577 treasury shares. This allows the Company to promptly deliver existing shares held in treasury to employees who exercise their vested options under the share options granted to management personnel in 2019 for Tranche 1, Tranche 2, Tranche 3 and Tranche 4.

All issued common shares are fully paid. The newly issued shares rank pari passu with the existing shares.

(c)  Share premium

The difference between the consideration for common shares issued and their par value is recognised as share premium.

USD 1.2 million of fees and expenses incurred for the issuance of new common shares were deducted against share premium in 2022.

(d) Contributed surplus

Contributed surplus relates to the amount transferred from share capital account when the par value of each common share was reduced from
USD 5 to USD 0.01 per share in 2015. Contributed surplus is distributable,  subject to the fulfilment of the conditions as stipulated under the Bermudian Law.

(e)  Treasury shares

The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Group. As at 31 December 2022, the Group held 2,793,797 of the Company’s shares (2021: 7,086,703).

(f)  Capital reserve

The deficit refers to the reversal of the cost of the treasury shares ac- quired, recorded in the treasury shares account against the option price on those shares upon exercise of employee share options during the year.

 

17. Other Reserves

(a) Composition:
2022 USD ’000 2021 USD ‘000
Share-based payment reserve

5,873

4,837

Hedging reserve

68,458

348

Capital reserve

(710)

Translation reserve 29 (35)

73,650

5,150

 

(b) Movements of the reserves
2022 USD ’000 2021 USD ’000
Hedging reserve
At beginning of the financial year

348

(15,973)

Fair value gains on cash flow hedges

73,516

9,693

Reclassification to profit or loss

(5,406)

6,628

At end of the financial year

68,458

348

More information about derivatives used as hedges is disclosed in Note 20.

18. Share-Based Payment Arrangements

(a) Description of share-based payment arrangements

(i) Share option programme (equity-settled)

The Group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (share options) in the Company. On 16 January 2019, 1 March 2019, 1 June 2019, 1 August 2019 (collectively known as “LTIP 2019”), 25 February 2020, 8 March 2021 and 15 March 2022, the Group granted share options to key management and senior employees. All options are to be settled by physical delivery of shares. The terms and conditions of the share options granted are as follows.

Grant date Number of instruments in thousands Vesting conditions Expiry of options
Option grant to key management personnel on 16 January 2019 (“Tranche 1”) 1,834 3 years’ service condition from grant date of Tranche 1 16 January 2025
Option Grant to key management personnel on 1 March 2019 (“Tranche 2”) 207 3 years’ service condition from grant date of Tranche 1 16 January 2025
Option Grant to key management personnel on 1 June 2019 (“Tranche 3”) 1,183 3 years’ service condition from grant date of Tranche 1 16 January 2025
Option grant to key management personnel on 1 August 2019 (“Tranche 4”) 207 3 years’ service condition from grant date of Tranche 1 16 January 2025
Option Grant to key management personnel on 25 February 2020 (“LTIP 2020”) 3,432 3 years’ service condition from grant date 25 February 2026
Option Grant to key management personnel on 8 March 2021 (“LTIP 2021”) 3,432 3 years’ service condition from grant date 8 March 2027

Option Grant to key management personnel on 15 March 2022 (“LTIP 2022”)

1,849

3 years’ service condition from grant date 8 March 2028

The share options become void if the employee rescinds job position before the vesting date.

The fair value of services received in return for share options granted is based on fair value of the share options granted, measured using the Black- Scholes model.

(ii) Restricted share units (equity-settled)

On 15 March 2022, the Group granted a total of 462,357 restricted share units (“RSU 2022”) to key management and senior employees. All re- stricted share units are to be settled by physical delivery of shares to the employees when they vest on 15 March 2025.

(b) Measurement of grant date fair values

(i) Measurement of grant date fair values of share options

The following inputs were used in the measurement of the fair values at respective grant dates of the share options.

 

Share option progamme

Tranche 1 Tranche 2 Tranche 3 Tranche 4 LTIP 2020 LTIP 2021 LTIP 2022
Grant date 16 January 2019 1 March 2019 1 June 2019 August 2019 25 February 2020 8 March 2021

15 March 2022

Share price (NOK) 24.03 24.17 24.47 24.67 20.57 16.55 20.01
Exercise price (NOK) 27.81 27.81 27.81 27.81 23.81 19.16 23.16
Time to maturity (years) 4.5 4.4 4.1 4.0 4.5 4.5 4.5
Risk free rate 2.54% 2.54% 1.93% 1.78% 1.24% 1.02% 2.24%
Volatility 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%
Dividends
Annual tenure risk 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Share options granted 1,833,958 207,278 1,183,063 207,278 3,431,577 3,431,577 1,849,428
Fair value at grant date (USD) 1,610,382 182,009 976,425 169,317 2,249,146 2,036,068 1,263,630

Volatility has been estimated as a benchmark volatility by considering the historical average share price volatility of a comparable peer group of companies.

(ii) Measurement of grant date fair values of restricted share units

The following inputs were used in the measurement of the fair values at the grant dates of the restricted share units.

Restricted share units RSU 2022

Grant date

15 March 2022

Grant date fair value (NOK)

20.01

Grant date fair value (USD)

2.21

Annual tenure risk

7.50%

Restricted share units granted

462,357

Fair value at grant date (USD)

808,875

 

(c) Reconciliation of outstanding share options

Movements in the number of unissued common shares under option are as follows:

Grant date At the beginning of the year Granted during the year Exercised during the year At the end of the year
2022

LTIP 2019

3,431,577

(637,780)

2,793,797

LTIP 2020

3,431,577

3,431,577

LTIP 2021

3,431,577

3,431,577

LTIP 2022

1,849,428

1,849,428

Total

10,294,731

1,849,428

(637,780)

11,506,379

2021

LTIP 2019

3,431,577

3,431,577

LTIP 2020

 

3,431,577

3,431,577

LTIP 2021

 

3,431,577

3,431,577

Total

6,863,154

3,431,577

10,294,731

 

19. Borrowings

2022 USD ’000 2021 USD ’000
Current
Loan from a related corporation 18,750
Loan from non-related parties 673 390
Bank borrowings

103,807

178,211
Finance lease liabilities

170,731

6,715
Other lease liabilities

44,905

44,308

320,116

248,374
Non-current
Loan from non-related parties

4,756

4,001
Bank borrowings

622,569

934,701
Finance lease liabilities

798,273

70,977
Other lease liabilities

29,573

73,150

1,455,171

1,082,829
Total borrowings

1,775,287

1,331,203

 

Bank borrowings

As at 31 December 2022, bank borrowings consist of seven credit facilities from external financial institutions and a related corporation, amounting to USD 473 million, USD 374 million, USD 216 million, USD 106 million, USD 100 million, USD 84 million and USD 39 million respectively (2021: USD 473 million, USD 374 million, USD 216 million, USD 106 million, USD 100 million, USD 84 million and USD 39 million respectively).
These facilities are secured by the Group’s fleet of vessels except the USD 100 million (2021: USD 100 million) facility, which is unsecured. The table below summarises key information of the bank borrowings:

Facility amount Carrying amount
USD ‘000
Maturity date
USD 473 million facility

195,859

– USD 413 million term loan 2026
– USD 60 million revolving credit facility 2026
USD 374 million facility

188,214

– USD 274 million term loan 2028
– USD 100 million revolving credit facility 2028
USD 216 million facility

158,945

2027
USD 106 million facility

99,518

2025
USD 100 million facility*
– USD 50 million term loan 2023
USD 84 million facility

61,787

– USD 68 million term loan 2026
– USD 16 million revolving credit facility 2026
USD 39 million facility

22,053

– USD 30 million term loan 2025
– USD 9 million revolving credit facility 2025

*The USD 50 million term loan under this facility has been fully repaid as at 31 December 2022

On 21 December 2022, the USD 50 million revolving credit facility under the USD 100 million facility was extended until June 2023

On 18 March 2022, the Group closed the USD 70 million upsizing of its exist- ing USD 216 million facility

On 22 March 2021, the Group refinanced the USD 676 million and USD 128 million facilities. These two facilities were extinguished and replaced with the new USD 374 million facility

On 1 July 2021, the Group entered into a USD 100 million unsecured facility.

On 17 December 2021, the Group refinanced the USD 266 million facility. This facility was extinguished and replaced with the USD 84 million and USD 106 million facilities.

Finance lease liabilities

As at 31 December 2022, the finance lease liabilities consist of various facilities provided by external leasing houses under sale-and-leaseback contracts. Under these contracts, the vessels were legally sold to external leasing houses and leased back by Hafnia. As the sale of vessels under these sale and leaseback arrangements did not meet the criteria for sale as prescribed by IFRS15 Revenue with customers, the vessels were not derecognised from the Group’s balance sheet. These transactions were treated as financing arrangements since lease inception, with the proceeds received from the external leasing houses reflected as finance lease liabilities.

On 28 February 2022, the Group entered into a USD 414 million sale-and- leaseback facility agreement with ICBC Leasing (“USD 414 million SLB facility”) to finance the purchase of 12 LR1 vessels from Scorpio.

On 27 January 2022, the Group completed the acquisition of CTI’s fleet of vessels which were entirely financed by sale and leaseback financing ar- rangements from eight external leasing houses (the “CTI vessels facilities”). Refer to Note 3.

During the year, the Group disposed of eight Chemical-Stainless vessels which were financed by such sale-and-leaseback arrangements. The bor- rowings relating to two of these Chemical-Stainless vessels, Hafnia Spark and Hafnia Stellar, have not been derecognised from the Group’s balance sheet as the legal obligations towards the leasing houses still exist. The borrowings amounted to USD 49.3 million as at 31 December 2022.

Another four LR1 vessels (Hafnia Arctic, Hafnia Asia, Hafnia Africa and Hafnia Australia) are also on such sale and leaseback financing arrangements (the “Hafnia Tankers finance leases”) and the Group has assumed the related borrowings since the merger with Hafnia Tankers during 2019.

Facility amount Carrying amount US$ ‘000 Maturity date

USD 414 million SLB facility

383,533

2032

CTI vessels facilities

512,334

2023-2033

Hafnia Tankers finance leases

73,137

2025-2030

 

Interest rates

The weighted average effective interest rates per annum of total borrow- ings at the balance sheet date are as follows:

2022 2021
Bank borrowings

6.0%

1.8%

Finance lease liabilities

7.4% 5.2%

The exposure of borrowings to interest rate risk is disclosed in Note 25.

 

Maturity of borrowings

The non-current borrowings have the following maturity:

2022 USD ’000 2021 USD ’000
Later than one year and not later than five years

974,953

988,298
Later than five years

480,218

94,531

1,455,171

1,082,829

 

Carrying amounts and fair values

The carrying values of bank borrowings and finance lease liabilities approximate their fair values as they bear floating interest rates and are re-priceable at one to three month intervals.
The loan from a related corporation bears floating interest at a nominal rate of USD three-month LIBOR plus margin of 2.80%. The carrying value approximates the fair values as the interest rate is re-priceable at three- month intervals.

Financial and non-financial covenants

The Group has bank borrowings and finance lease liabilities that contain financial and non-financial covenants. Any breach of covenants will result in bank borrowings and lease liabilities becoming payable on demand. The Group was in compliance with financial and non-financial covenants as at 31 December 2022 and 31 December 2021.

20. Derivative Financial Instruments

USD’000
Assets – 2022 Liabilities – 2022 Assets – 2021 Liabilities – 2021
Cash flow hedges
– Interest rate swaps

69,136

654 327
Non-hedging instruments
– Interest rate caps 726 21
– Forward freight agreements 308 93 60
– Forward foreign exchange contracts 438 192
70,608 93 927 327
Analysed as
Non-current

69,184

675 306
Current

1,424

93 252 21

70,608

93 927 327

 

Cash flow hedges

Interest rate derivatives

The Group has entered into interest rate swap contracts that qualify for hedge accounting. The Group pays interest at fixed rates varying from 0.46% to 2.15% (2021: 0.46% to 2.15%) per annum and receives interest at a floating rate based on three-month USD LIBOR.

The notional principal amount of these outstanding interest rate swaps as at 31 December 2022 amounted to USD 949.0 million (2021: USD 716.0 million) and the amounts mature in more than one year from the balance sheet date. Of these USD 899.0 million matures within 2-5 years, and USD 50.0 million matures
after 5 years.

 

Non-hedging instruments

Interest rate derivatives

As at 31 December 2022, the Group has existing interest rate caps with a strike of 3.00% against the three-month USD LIBOR. The interest rate caps have a notional amount of USD 225.0 million (2021: USD 300.0 million) with the last cap expiring in 2023. The changes in fair values of the interest rate caps are recognised in profit or loss.

Forward foreign exchange contracts

The Group has entered into forward foreign exchange contracts to swap United States Dollars for Singapore Dollars with an external financial institution. The notional principal amounts of the outstanding forward for- eign exchange contracts as at 31 December 2022 and 31 December 2021 comprise the following:

USD ’000
Currency Notional amounts in local currency – 2022 USD equivalent – 2022 Notional amounts in local currency – 2021 USD equivalents – 2021
Singapore Dollars

22,580

16,404

25,605 18,792

As at 31 December 2022, these forward foreign exchange contracts will mature within nine (2021: 12) months from the balance sheet date. No hedge accounting is adopted and the fair value changes of these forward exchange contracts are recorded in profit or loss.

 

Freight forward agreements

The Group has entered into a number of forward freight agreements in order to hedge its spot voyage exposure for its vessels trading in the pools. As at 31 December 2022, the Group has outstanding positions with a notional amount of USD 7.3 million (2021: USD 2.4 million), which will mature in the next one year. No hedge accounting is adopted and the fair value changes of these freight forward agreements are recorded in profit or loss.

21. Trade and other Payable

2022 USD ’000 2021 USD ’000
Trade payables
– non-related parties

45,124

29,498
Accrued operating expenses

72,344

30,431
Other payables 
– related corporations

6,675

5,569
– non-related parties

5,590

(108)

129,733

65,390
Analysed as:
Non-current
Current

129,733

65,390

129,733

65,390

The carrying amounts of trade and other payables, principally denominat- ed in United States Dollars, approximate their fair values due to the short period to maturity.

The other payables due to related corporations are unsecured, inter- est-free and are repayable on demand.
Information about the Group’s exposure to currency and liquidity risks is included in Note 25.

22. Leases – as Lessee

Leases as lessee under IFRS 16

The Group leases vessels, office spaces, and other equipment from exter- nal parties under non-cancellable operating lease agreements. The leases have varying terms including options to extend and options to purchase.

Starting from 1 January 2019, the leased-in vessels are recognised as right-of-use assets and lease liabilities on the balance sheet under IFRS 16, except for leases of low value items relating to IT equipment and other assets with lease terms of less than 12 months.

Information about leases for which the Group is a lessee is presented below.

 

(1) Right-of-use assets

Right-of-use assets related to leased-in vessels are presented as part of total property, plant and equipment (Note 9).

USD ’000
Cost
At 1 January 2021

152,757

Additions

36,226

At 31 December 2021

188,983

Additions

1,895

At 31 December 2022

190,878

Accumulated depreciation
At 1 January 2021

45,381

Depreciation charge

32,073

At 31 December 2021

77,454

Depreciation charge

45,520

At 31 December 2022

122,974

Net book value
At 31 December 2021 111,529
At 31 December 2022

67,904

 

(2) Amounts recognised in profit or loss
2022 USD ’000 2021 USD ’000
Interest expense on lease liabilities

3,768

4,549
Expenses relating to short-term leases for vessels, included in charter hire expenses

1,040

1,890
Expenses relating to short-term leases for offices, included in rental expenses

1,613

1,522

 

(3) Amounts recognised in statement of cash flows
2022 USD ’000 2021 USD ’000
Total cash outflow for leases

48,643

33,161

 

(4) Extension options

Some leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period. Where practi- cable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control.

The Group has estimated that the potential future lease payments, should it exercise the extension options, would result in an increase in lease liability of USD 139.6 million (2021: USD 133.8 million).

(5) Operating lease commitments under IFRS 16

The Group leases vessels and office space from non-related parties. These leases have varying terms including options to extend and options to purchase.

Future minimum lease payments under non-cancellable operating leases committed at the reporting date have been recognised as lease liabilities under IFRS 16.

 

23. Commitments

Operating lease commitments – where the Group is a lessor

The Group leases vessels to non-related parties under non-cancellable operating lease agreements. The Group classifies these leas- 24. es as operating leases as the Group retains substantially all risks and rewards incidental to ownership of the leased assets.

In 2022, the Group recognised revenue from time charters of USD 136.5 million (2021: USD 64.9 million) as part of revenue (Note 4).

The undiscounted lease payments under operating leases to be received after 31 December are analysed as follows:

2022
USD ’000
2021
USD ’000
Less than one year 65,878 39,597
One to two years

11,712

11,680
Two to three years

11,680

11,712
Three to four years

8,960

11,680
Four to five years 8,000

98,230

82,669

 

Capital commitments

The Group has equity interests in joint ventures and is obliged to provide its share of working capital for the joint ventures’ newbuild programme through either equity contributions or shareholder’s loans.

The future minimum capital contributions to be made at the reporting date but not yet recognised are as follows:

2022
USD ’000
2021
USD ’000
Less than one year

83,450

25,057
One to two years 87,200
83,450 50,400

24. Financial Guarantee Contracts

The Company’s policy is to provide financial guarantees only to the wholly owned subsidi- aries or joint ventures. At 31 December 2022, the Company has issued financial guarantees to certain banks in respect of credit facilities granted to subsidiaries (see Note 19). These bank borrowings amount to USD 726.4 million (2021: USD 1,112.9 million) at the balance sheet date.

The Company and CSSC Shipping have issued a joint financial guarantee to certain banks in respect of credit facilities granted to joint venture, Vista Shipping. Bank borrowings provided to the joint venture amounts to USD 130.8 million (2021: USD 141.6 million) at the balance sheet date. Corporate guarantees given will become due and payable on demand if an event of default occurs.

The Company and a joint venture partner, Andromeda Shipholdings have issued a joint fi- nancial guarantee to certain banks in respect of credit facilities granted to H&A Shipping. Bank borrowings provided to the joint venture amounts to USD 42.3 million (2021: USD 21.5 million) at the balance sheet date. Corporate guarantees given will become due and paya- ble on demand if an event of default occurs.

In addition, the Company issued a financial guarantee to a bank in respect of the USD 50.0 million (2021: USD 50.0 million) receiva- bles purchase agreement facility granted to the commercial pools. Any liability arising is limited to the recourse lenders have against the Company after considering the recourse waterfall mechanism in place in the facility agreement, where the Company is the final avenue of recourse. The Company has ap- praised such liability to be remote.

 

25. Financial Risk Management

Financial risk factors

The Group’s activities expose it to a varie- ty of financial risks: market risk (including price risk, currency risk and interest rate risk); credit risk; liquidity risk and capital risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

Financial risk management is handled by the Group as part of its operations. The management team identifies, evaluates and manages financial risks in close co-operation with all operating units. The Board provides written principles for overall risk management, as well as written policies covering specific ar- eas, such as foreign exchange risk, interest rate risk, credit risk and use of derivative and non-derivative financial instruments.

 

(a) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Group buys and sells derivatives, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Group. Generally, the Group seeks to apply hedge accounting in order to manage volatility in profit or loss.

A fundamental reform of major interest rate benchmarks is being undertaken globally to replace or reform IBOR with alternative nearly risk-free rates (referred to as ‘IBOR reform’). The Group has significant exposure to IBORs on its financial instruments that will be replaced or reformed as part
of this market-wide initiative. The Group anticipates that IBOR reform will have significant operational, risk management and accounting impacts. The Group evaluated the extent to which its cash flow hedging relationships are subject to uncertainty driven by IBOR reform as at the reporting date. The Group’s hedged items and hedging instruments continue to be indexed to IBOR benchmark rates. IBOR benchmark rates are quoted each day and IBOR cash flows are exchanged with its counterparties as usual. However, the Group’s cash flow hedging relationships currently extend beyond the anticipated cessation dates for US Dollar LIBOR (June 2023). The Group expects that US dollar LIBOR will be replaced by US SOFR. Any uncertainty may impact the hedging relationship, for example its effectiveness assessment and highly probable forecast transaction assessment.
The Group holds derivatives for risk management purposes. These derivatives have floated legs that are indexed to US dollar LIBOR. The Group’s derivative instruments are governed by contracts based on the International Swaps and Derivatives Association (ISDA)’s master agreements. While ISDA has provided fallback provisions for the cessation of IBOR, the Group plans to negotiate the modifications of the derivatives in conjunction with the hedged instruments to minimise hedge ineffectiveness. No derivative instruments have been modified as at 31 December 2022.

The Group monitors the progress of transition from IBORs to new benchmark rates by reviewing the total amount of contracts that have yet to transition to an alternative benchmark rate and the amount of such contracts that include an appropriate fall- back clause. The Group considers a contract to have yet to transition to an alternative benchmark rate if the interest rate under the contract is indexed to a benchmark rate that is still subject to IBOR reform, even if there is a fallback clause that deals with the cessation of the existing IBOR (referred to as ‘unreformed contract’). As at 1 January 2022 and at 31 December 2022, the Group does not yet have any contracts with appropriate fallback clauses.
The Group applies the amendments to IFRS 9, IAS 39 and IFRS 7 Interest rate benchmark reform issued in September 2019 to these hedging relationships directly affected by IBOR reform, so as to continue hedge accounting.

The Group is in the process of establishing policies for amending the interbank offered rates on its existing floating-rate loan port- folio indexed to IBORs that will be replaced as part of IBOR reform. The Group expects to participate in bilateral negotiations with the counterparties to begin amending the contractual terms of its existing floating-rate financial instruments. However, the exact timing will vary depending on the extent to which standardised language can be applied and the extent of bilateral negotiations between the Group and its counterparties. The Group expects that these contractual changes will be amended in a uniform way.

 

Price risk

The shipping market can be subject to significant fluctuations. The Group’s vessels are employed under a variety of chartering arrangements including time charters and voyage charters.

In 2022, approximately 8% (2021: 8%) of the Group’s shipping revenue was derived from vessels under fixed income charters (com- prising time charters).

The Group is exposed to the risk of variations in fuel oil costs, which are affected by the global political and economic environment. Historically, fuel expenses have been the most significant expense. Under a time charter, the charterer is responsible for fuel costs, therefore, fixed income charters also reduce exposure to fuel price fluctuations.

In 2022, fuel oil costs comprised 46% (2021: 42%) of the Group’s operating expenses (excluding depreciation). If price of fuel oil has increased/decreased by USD 1 (2021: USD 1) per metric ton with all other variables including tax rate being held constant, the net results will be lower/higher by USD 421,170 (2021: USD 468,023) as a result of higher/ lower fuel oil consumption expense.

In addition to securing cash flows through time charter contracts, the Group has entered into forward freight agreements to limit the risk involved in trading in the spot market. Details of the Group’s outstanding forward freight agreements are disclosed in Note 20.

Currency risk

The functional currency of most of the entities in the Group is United States Dollars (“USD”). The Group’s operating revenue, and the majority of its interest-bearing debt and contractual obligations for vessels under construction are denominated in USD. The Group’s vessels are also valued in USD when trading in the second-hand market.

The Group is exposed to foreign currency exchange risks for administrative expens- es incurred by offices or agents globally, predominantly in Monaco, Denmark and Singapore. Further, the Group is required to pay port charges in currencies other than USD. However, foreign currency exposure in port charges is minimal as any increase is usually compensated by a corresponding increase in freight, particularly in the tanker sector through industry-wide increases in Worldscale flat rates.

At the balance sheet date, the Group has cash and cash equivalents denominated in DKK and EUR.

Details of the Group’s outstanding forward exchange contracts are disclosed in Note 20.

At 31 December 2022 and 31 December 2021, the Group has assessed that it has insignificant exposure to foreign currency risks.

Interest rate risk

The Group adopts a policy of ensuring that between 50% and 75% of its interest rate
risk exposure is at a fixed-rate or limited to a certain threshold. This is achieved partly by entering into fixed-rate instruments and partly by borrowing at a floating rate and using interest rate swaps as hedges of the variability in cash flows attributable to inter- est rate risk. The Group applies a hedge ratio of 1:1.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, tenors, repricing dates and maturities and the notional or par amounts.

The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in cash flows of the hedged item using the hypothetical derivative method.

In these hedge relationships, the main sources of ineffectiveness are:
(1) the effect of the counterparty and the Group’s own credit risk on the fair value of the swaps, which is not reflected in the change in the fair value of the hedged cash flows attributable to the change in interest rates; and
(2) differences in repricing dates between the swaps and the borrowings.

The Group has interest-bearing financial liabilities in the form of borrowings from ex- ternal financial institutions at variable rates.
The Group manages its cashflow interest rate risks by swapping a portion of its floating rate interest payments to fixed rate payments using interest rate swaps.

Cash flow sensitivity analysis for variable rate instruments

If the interest rates have increased/decreased by 50 basis points, with all other variables including tax rate being held constant, the net results will be lower/higher by approximately USD 6.7 million (2021: USD 1.9 million) as a result of higher/lower interest expense on the portion of the borrowings that is not covered by the interest rate swap instruments. Total equity would have been higher/lower by USD 14.4 million (2021: USD 10.5 million) mainly as a result of fair value gain/loss from the inter- est rate swaps assuming these swaps remain effective.

 

Cash flow and fair value interest rate risks

Cash flow interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.
The Group entered into interest rate agreements to limit exposure to interest rate fluctuations. The details of these exposures are disclosed in Note 20. As at 31 December 2022, the notional principal amount of these interest rate swaps represents approximately 55% (2021: 63%) of the Group’s borrowings on floating interest rates.
As at the reporting date, the interest rate profile of interest-bearing finan- cial instruments, as reported to the management, was as follows:

Nominal amount
2022 USD ’000 2021 USD ’000
Variable rate instruments
Financial assets

112,493

94,933
Financial liabilities

1,716,589

1,140,007
Effect of interest rate swaps

(949,047)

(715,958)

880,035

518,982

 

(b) Credit risk

The Group‘s credit risk is primarily attributable to trade and other receiv- ables, cash and cash equivalents and loan receivables from joint venture and pool participants. The maximum exposure is represented by the car- rying value of each financial asset on the balance sheet.

Financial assets that are neither past due or impaired

The Group performs periodic credit evaluations of its charterers. The Group has implemented policies to ensure cash funds are deposited and derivatives are entered into with banks and internationally recognised financial institutions with a good credit rating and the vessels are fixed to charterers with an appropriate credit rating who can provide sufficient guarantees.

There is no class of financial assets that is past due and/or impaired.

 

Trade receivables and contract assets

The Group applies the simplified lifetime approach and uses a provision matrix to determine the ECLs of trade receivables and contract assets. It is based on the Group’s historical observed default rates and is adjusted by a current and forward-looking estimate based on current economic conditions.
Credit risk is concentrated on several charterers. The Group adopts the policy of dealing only with customers with appropriate credit history. Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any financial institution.
The allowance for impairment made arose mainly from the provision of charter services to a customer which had met with significant financial difficulties during the financial year ended 31 December 2018. This allow- ance was subsequently written off in the financial year ended 2021 when the receivables were deemed irrecoverable by management.
The Group has determined that the ECL provision estimated based on an allowance matrix of 0.3% to 1% for trade receivables aged “Past due up to three months” and “Past due for more than six months”, respectively, as at 31 December 2022 and 31 December 2021 was found to be insignificant. Accordingly, no ECL allowance was recorded by the Group.
The age analysis of trade receivables and contract assets is as follows:

2022 USD ‘000 2021 USD ‘000
Current (not past due) 335,186 57,761
Past due 0 to 3 months 50,598 48,082
Past due for more than 3 months 33,280 12,624
Less: Allowance for impairment
419,064 118,467

 

The movement in the allowance for impairment in respect of trade receivables and contract assets is as follows:

2022 USD’000 2021 USD’000
Allowance for impairment as at 1 January 2022 and 1 January 2021 1,594
Write-off of allowance for impairment (1,594)

Allowance for impairment as at 31 December 2022 and 31 December 2021

Loans receivable from joint venture and pool participants/other receivables due from non-related parties

The Group has used a general 12-month approach in assessing the credit risk associated with other receivables and loans issued to the joint venture and to pool participants.

The loans extended to the joint venture form an extension of the Group’s investment in product tankers via co-ownership with another strategic investor. As the vessels owned by the joint venture generate positive cash flows and the outlook remains positive, management considers the credit risk of loans issued to the joint venture as low. As a result of the qualitative assessment performed, no ECL provision has been recognised.

The loans extended to the pool participants form part of the Group’s commercial pool operation, which is operated in partnership with external pool participants. As the vessels contributed by the Group and its pool participants to be managed and traded by the commercial pools generate positive cash flows and the outlook remains positve, management considers the credit risk of loans issued to the external pool participants as low. As a result of the qualitative assessment performed, no ECL provision has been recognised.

 

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed cred- it facilities to meet operating and capital expenditure needs. To address the inherent unpredictability of short-term liquidity requirements, the Group maintains sufficient cash for its daily operations in short-term cash deposits with banks, has access to the unutilised portions of revolving credit facilities and enters into trade receivables factoring agreement (with limited recourse to the Company) with financial institutions.
The maturity profile of the Group’s financial liabilities based on contractu- al undiscounted cash flows is as follows:

Less than 1 year USD ’000 Between 1 and 2 years USD ’000 Between 2  and 5 years USD ’000 Over 5 years
USD ’000
At 31 December 2022
Trade and other payables

129,733

Interest payments

84,031

70,127

139,534

77,722

Borrowings

105,811

105,811

498,862

21,947

Finance lease liabilities and other lease liabilities

217,654

97,635

288,012

455,326

537,229

273,573

926,408

554,995

 

Less than 1 year
USD ’000
Between 1 and 2 years
USD ’000
Between 2  and 5 years
USD ’000
Over 5 years
USD ’000
At 31 December 2020
Trade and other payables 65,390
Derivative financial instruments 5,429

2,391

923

Interest payments 27,521

21,420

38,919

4,494

Borrowings 198,961

129,745

719,654

91,646

Finance lease liabilities and other lease liabilities 51,023

51,328

83,244

16,693

348,324

204,884

842,740

112,833

(d) Capital risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maxim- ise shareholders’ value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividends paid, return capital to shareholders, obtain new borrowings or sell assets to reduce borrowings.
The Group is in compliance with all externally imposed capital requirements.

 

(e) Accounting classifications and fair values

The following tables present assets and lia- bilities measured at fair value and classified by level of the following fair value measure- ment hierarchy:

(1) quoted prices (unadjusted) in active mar- kets for identical assets or liabilities (Level 1);

(2) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2); and

(3) inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

 

Carrying amount Fair value
Note Fair value hedging instruments/ Mandatorily at FVTPL – others USD ’000 Financial assets at amortied cost
USD ‘000
Total
USD ‘000
Level 1
USD ‘000
Level 2
USD ‘000
Level 3
USD ‘000
Total
USD ‘000
At 31 December 2021
Financial assets measured at fair value
Forward foreign exchange contracts 20 438 438 438 438
Forward freight agreements 20 308 308 308 308
Interest rate swaps used for hedging 20 69.136 69.136 69.136 69.136
Interest rate caps 20 726 726 726 726
70.608 70.608
Financial assets not measured at fair value
Loans receivable from joint venture 13 74,213 74,213
Loans receivable from pool participants 13 45,998 45,998
Trade and other receivables1 12 594,746 594,746
Restricted cash
4,780 4,780
Cash and cash equivalents 15 174,440 174,440
894,177
894,177

1 Excluding prepayments

 

Carrying amount Fair value
Note Fair value- hedging instruments
USD ‘000
Other financial liabilities
USD ‘000
Total
USD ‘000
Level 1
USD ‘000
Level 2
USD ‘000
Level 3
USD ‘000
Total
USD ‘000
At 31 December 2022
Financial liabilities measured at fair value
Forward freight agreements 20
(93)
(93)
(93)
(93)
Financial liabilities not measured at fair value
Bank borrowings 19
(726,376)
(726,376)
(726,376)
(726,376)
Finance lease liabilities 19
(969,004)
(969,004)
(969,004)
(969,004)
Loan from non-related parties 19

(5,429)

(5,429)

(5,429)

(5,429)

Trade payables 21

(129,733)

(129,733)

(1,830,542)

(1,830,542)

 

Carrying amount Fair value
Note Fair value hedging instruments/ Mandatorily at FVTPL – others
USD’000
Financial
assets at amortised cost
USD’000
Total
USD’000
Level 1
USD’000
Level 2
USD’000
Level 3
USD’000
Total
USD’000
At 31 December 2021
Financial assets measured at fair value
Forward foreign exchange contracts 20 192 192 192 192
Forward freight agreements 20 60 60 60 60
Interest rate swaps used for hedging 20 654 654 654 654
Interest rate caps 20 21 21 21 21
927 927
Financial assets not measured at fair value
Loans receivable from joint venture 13
60,229
60,229
Loans receivable from pool participants 13
34,865
34,865
Trade and other receivables1 12
191,836
191,836
Cash and cash equivalents 15
100,075
100,075
387,005
387,005

(1) Excluding prepayments

 

Carrying amount Fair value
Note Fair value- hedging  instruments
USD’000
Other financial liabilities
USD’000
Total
USD’000
Level 1
USD’000
Level 2
USD’000
Level 3
USD’000
Total
USD’000
At 31 December 2021
Financial liabilities measured at fair value
Interest rate swaps used for hedging 20
(327)
(327)
(327)
(327)
Financial liabilities not measured at fair value
Bank borrowings 19
(1,112,912)
(1,112,912)
(1,112,912)
(1,112,912)
Finance lease liabilities 19
(77.692)
(77.692)
(77.692)
(77.692)
Loan from a related corporation 19
(18,750)
(18,750)
(18,750)
(18,750)
Loan from non-related parties 19
(4,391)
(4,391)
(4,391)
(4,391)
Trade payables 21
(65,390)
(65,390)
(1,279,135)
(1,279,135)

The Group has no Level 1 and Level 3 financial assets or liabilities as at 31 December 2022 and 2021.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. These financial instruments are included in Level 2, as all significant inputs required to fair value an instrument are observable.

 

(f) Offsetting financial assets and financial liabilities

The Group’s financial assets and liabilities are not subjected to enforceable master netting arrangements or similar arrangements. Financial derivatives, financial assets and financial liabilities are presented separately on the consolidated balance sheet, without netting off of balances.

26. Holding Corporations

In May 2022, following series of equity shares placement to other share- holders, BW Group lost control over Hafnia Limited but remains the single largest shareholder of the Group. Since the loss of control, the Company does not have ultimate and immediate holding corporations. Previously, the Company’s ultimate and immediate holding corporation was BW Group Limited, incorporated in Bermuda, which is wholly owned by Sohmen family interests.

 

27. Related Party Transactions

In addition to the related party information disclosed elsewhere in the consolidated financial statements, the following transactions took place between the Group and related parties during the financial year on com- mercial terms agreed by the parties:

 

2022 USD ’000 2021 USD ’000
Sale and purchase of services

Support service fees paid/payable to a related corporation

5,791 4,877
Interest paid/payable to a related corporation 703 261
Rental paid/payable to a related corporation 699 853

Key management remuneration for the financial year ended 31 December 2022 amounted to USD 6,361,317 (2021: USD 5,916,266).

Related corporations refer to corporations controlled by Sohmen family interests.

 

CEO, Mikael Skov
2022 USD ’000 2021 USD ’000
Remuneration structure for CEO

Fixed

Salary (annual) including pension 864,167
850,000
Customary benefits

Variable

 

Cash bonus (paid in the year)

566,670
680,000

Retention bonus

1,700,000

 

With reference to Note 18 Share-based payment arrangements, for LTIP 2022, the CEO has received 731,688 options (2021: 1,357,632) and 182,922 RSUs (2021: Nil). The CEO does not receive a pension as part of the remuneration package. This is considered to be included in the fixed salary. Non-monetary benefits can include standard employment benefits such as newspaper, telephone, laptop and internet access.

28. Segment Information

Operating segments are determined based on the reports submitted to management to make strategic decisions.

The management considers the business to be organised into seven main operating segments:

(a) Long Range II (‘LR2’)
(b) Long Range I (‘LR1’)
(c) Medium Range (‘MR’)
(d) Handy size (‘Handy’)
(e) Chemical Handy size (‘Chemical-Handy’)
(f) Chemical Medium Range (‘Chemical-MR’)
(g) Chemical Stainless (‘Chemical-Stainless’)

The operating segments are organised and managed according to the size of the product tanker vessels.

The LR2 segment consists of vessels between 85,000 DWT and 124,999 DWT in size and provides transportation of clean petroleum oil products.

The LR1 segment consists of vessels between 55,000 DWT and 84,999 DWT in size and provides transportation of clean and dirty petroleum products.

The MR and Chemical-MR segment consists of vessels between 40,000 DWT and 54,999 DWT in size and provides transportation of clean and dirty oil products, vegetable oil and easy chemicals.

The Handy and Chemical-Handy segment consists of vessels between 25,000 DWT and 39,999 DWT in size and provides transportation of clean and dirty oil products, vegetable oil and easy chemicals.

The Group exited the Chemical-Stainless segment after disposing of its Chemical-Stainless vessels that were previously acquired through the acquisition of CTI.

Management assesses the performance of the operating segments based on operating profit before depreciation, impairment and gain on disposal of vessels (“Operating EBITDA”). This measurement basis excludes the effects of impairment charges and gain on disposal of vessels that are not expected to recur regularly in every financial period. Interest income and finance expenses, which result from the Group’s capital and liquidity position that is centrally managed for the benefit of various activities, are not allocated to segments.

LR2
USD ‘000
LR1
USD ‘000
MR
USD ‘000
Handy
USD ‘000
Chemical- Handy USD ’000 Chemical- MR
USD ’000
Chemical- Stainless USD ’000 Total
USD ’000
2022
Revenue 100,447
699,821
632,258
90,612
192,097
87,700
29,609
1,832,544
Voyage expenses
(27,013)
(278,570)
(89,667)
(16,623)
(44,648)
(28,089)
(1,238)
(485,848)
TCE Income
73,434
421,251
542,591
73,989
147,449
59,611
28,371
1,346,696
Other operating income
516
9,815
11,831
4,485
872
1,419
516
29,454
Vessel operating expenses
(15,022)
(70,719)
(97,077)
(19,959)
(38,058)
(13,406)
(9,661)
(263,902)
Technical management expenses
(1,296)
(6,230)
(8,343)
(1,966)
(3,776)
(1,167)
(849)
(23,627)
Charter hire expenses
(13,605)
(19,549)
(33,154)
Operating EBITDA
57,632
340,512
429,453
56,549
106,487
46,457
18,377
1,055,467
Depreciation charge
(13,769)
(58,012)
(91,457)
(10,833)
(22,694)
(9,140)
(1,959)
(207,864)
847,603
Unallocated
(89,336)
Profit before income tax
758,267
Segment assets
285,073
939,721
1,289,297
158,400
518,458
213,410
3,404,359
Segment assets include:
Additions/adjustments to:
– vessels/vessels under construction
46
250,050
5,738
(70,046)
177,355
461,356
824,499
– dry docking 9
9,923
1,686
(6,232)
6,542
9,400
21,328
– right-of-use-assets
1,895
1,895
Segment liabilities
5,259
13,811
22,253
2,061
6,150
11,142
60,676

 

LR2
USD ‘000
LR1
USD ‘000
MR
USD ‘000
Handy
USD ‘000
Total
USD ’000
2021
Revenue
54,540
236,461
413,116
107,100
811,217
Voyage expenses
(3,331)
(133,281)
(213,309)
(58,361)
(408,282)
TCE Income
51,209
103,180
199,807
48,739
402,935
Other operating income 91
10,205
3,854
1,390
15,540
Vessel operating expenses
(13,705)
(54,305)
(95,937)
(28,512)
(192,459)
Technical management expenses
(1,141)
(4,461)
(7,838)
(2,574)
(16,014)
Charter hire expenses
(9,200)
(13,703)
(22,903)
Operating EBITDA
36,454
45,419
86,183
19,043
187,099
Depreciation charge
(13,762)
(39,579)
(82,143)
(14,940)
(150,424)
36,675
Unallocated
(87,778)
Loss before income tax
(51,103)
Segment assets
274,433
506,599
1,247,910
227,700
2,256,642
Segment assets include:
Additions/adjustments to:
– vessels/vessels under construction
(12)
(69,604)
4,719
(11,298)
(76,195)
– dry docking
(180)
(1,616)
7,874
588
6,666
– right-of-use-assets
16,698
19,528
36,226
Segment liabilities
1,820
18,968
32,855
6,743
60,386

 

Reportable segments’ assets

The amounts provided to management with respect to total assets are measured in a manner consistent with that of the consoli- dated financial statements. For the purposes of monitoring segment performance and allocating resources between segments, management monitors vessels, vessels under construction, dry docking, inventories, and trade and other receivables that can be directly attributable to each segment.

 

2022
USD ‘000
2021
USD ‘000
Segment assets
3,404,359
2,256,642
Unallocated items:
Cash and cash equivalents
174,440
100,075

Restricted cash

4,780
Trade and other receivables
217,764
130,750
Derivative financial instruments 70,608 926
Property, plant and equipment
1,130
266
Intangible assets
2,590
3,572
Associated companies and joint venture
43,183
18,719
Total assets
3,918,854
2,510,950

 

Reportable segments’ liabilities

The amounts provided to management with respect to total liabilities are measured in a manner consistent with that of the consolidated financial statements. These liabilities are allocated based on the operations of the segments. Certain trade and other payables are allocated to the reportable segments. All other liabilities are reported as unallocated items.

 

2022
USD ’000
2021
USD ’000
Segment liabilities 60,676 60,386
Unallocated items:
Borrowings 1,775,287 1,331,204
Current income tax liabilities 4,737 2,018
Trade and other payables 69,057 5,003
Derivative financial instruments 93 327
Total liabilities 1,909,850 1,398,938

 

Geographical segments’ revenue

The Group’s vessels operate on an international platform with individual vessels calling at various ports across the globe. The Group does not consider the domicile of its customers as a relevant decision-making guideline and hence does not consider it meaningful to allocate vessels and revenue to specific geographical locations.

 

Major customers

Revenues from the top five major customers of the Group across all operating segments represents approximately USD 432.1 million (2021: USD 158.9 million) of the Group’s total revenues.

29. Dividends Paid

 

2022
USD ’000
2021
USD ’000
Interim dividend paid in respect of Q1 2022 of USD 0.0210 per share 10,499
Interim dividend paid in respect of Q2 2022 of USD 0.1862 per share 93,100
Interim dividend paid in respect of Q3 2022 of USD 0.2801 per share 140,149
243,748

The directors have declared a final dividend of USD 0.3157 per share or USD 159.0 million for the financial year ended 31 December 2022.

The total interim dividends paid in FY2022 amounted to USD 0.4869 per share or USD 243.7 million.

Under the Bermuda Companies Act, dividends cannot be paid if there are reasonable grounds for believing that (a) the Company is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realisable value of the Company’s assets would thereby be less than its liabilities.

The Company has acted in accordance with the provisions of the Bermuda Companies Act when declaring dividends.

 

30. Events Occurring after Balance Sheet Date

On 25 January 2023, Oaktree Capital Management (OCM) sold 25,200,000 shares of the Company (approximately 5.01% of the Company’s outstand- ing shares) at NOK 50.0 per share through a private placement.

Following completion of the placement, OCM holds 25,038,624 shares in the Company (equal to approximately 4.97% of the Company’s outstanding shares).

On 3 February 2023, Hafnia sold LR1 vessel Hafnia Arctic to an external buy- er for net sales proceeds of USD 32.8 million.

On 8 February 2023, Hafnia sold LR1 vessel Hafnia Kronborg to an external buyer for net sales proceeds of USD 20.5 million.

On 9 February 2023, Hafnia sold LR1 vessel Hafnia Columbia to an external buyer for net sales proceeds of USD 20.5 million.

On 28 February 2023, the options under LTIP 2020 had vested. In order to for the Company to be able to promptly deliver existing shares to employees exercising their vested options under LTIP 2020, the Company has entered into a share lending agreement with BW Group whereby BW Group will lend 3,431,577 shares of the Company to be held in treasury. On 1 March 2023, the Company settled these borrowed shares by way of issuing 3,431,577 new ordinary shares to BW Group. Following the issuance of the new ordinary shares, there are 506,820,170 issued shares in the Company, each with a nominal value of USD 0.01, all of which have been validly and legally issued and fully paid.

In March 2023, the Group re-financed four Chemical-Handy vessels via sale and leaseback financing arrangements with CMB Financial Leasing. These transactions were accounted for as an extinguishment of existing finance lease liabilities and the recognition of new finance lease liabilities based on the new borrowing terms.

 

31. Climate-Related Risks Consideration

The Group identified climate-related risks related to the global transition towards low-carbon or carbon-neutral solutions, marine environ- mental factors and industry-led decarbonisation policies. The Group assesses transition risks in strategic planning, fleet development and capital expenditure plans for next-generation and existing fleet transition planning. Physical risks from climate events influence the Group’s voyage planning and operation strategies. Maritime activities affect the marine environment and the Group identifies better management of ballast water contamination, accidental oil spills and underwater noise pollutions to
be key strategies. International Maritime Organisation (IMO) targets to halve international shipping GHG emissions by 2050 may also impact the Group’s strategy and its financial performance.

In assessing the impact of climate-related risks on the Group’s financial statements, the Group considers if there are near to medium term financial impacts arising from the aforementioned risks. Presently the Group incurs certain operating or capital expenditures to mitigate such climate-related risks and policies. In 2020 and 2021, Hafnia, via the Vista joint venture, ordered four Aframax LR2 vessels equipped with high-pres- sure LNG propulsion technology, due for delivery in 2023. Adopting Liquefied Natural Gas (LNG) as a fuel was one of the first steps in addressing our ambition for a greener future. Switching to LNG as a fuel provides significant benefits, such as improving overall air quality and reducing GHG emissions.

Notwithstanding, there remains the risk that evolving demands for stronger protection over the environment, evolving laws and regulations and evolving decarbonisation policies may have a significant impact to the Group’s useful lives and residual values and valuation of vessels, and also the financial performance in the future. The Group continues to monitor and assess the potential impact of such developments on its operation and financial performance.

32. Authorisation of Financial Statements

These financial statements were authorised for issue by the Board of Directors of Hafnia Limited on 30 March 2023.

33. Listing of Companies in the Group

Name of companies Principal activities Place of incorporation Equity holding
2022(%)
Equity holding
2021(%)
BW Aldrich Pte. Ltd. Shipowning Singapore 100 100
BW Clearwater Pte. Ltd. Shipowning Singapore 100 100
BW Causeway Pte. Ltd. Dormant Singapore 100 100
BW Fleet Management Pte. Ltd.   Ship-management Singapore 100 100
BW Stanley Pte. Ltd. Shipowning Singapore 100 100
Hafnia Pools Pte. Ltd. Chartering Singapore 100 100
Komplementaranpartsselskabet Straits Tankers Investment Denmark 100 100
K/S Straits Tankers Investment Denmark 100 100
Straits Tankers Pte. Ltd. d Dormant Singapore 100
BW Silvermine Pte. Ltd. Dormant Singapore 100 100
BW Pacific Management Pte. Ltd. Agency office Singapore 100 100
Hafnia Pte. Ltd. Management Company Singapore 100 100
Hafnia Tankers Marshall Islands LLC Investment Marshall Islands 100 100
Hafnia Tankers Singapore Holding Pte Ltd Investment Singapore 100 100
Hafnia Tankers Singapore Sub-Holding Pte Ltd Shipowning Singapore 100 100
Hafnia Tankers ApS Corporate Support Denmark 100 100
Hafnia Tankers Shipholding Beta Pte. Ltd. Dormant Singapore 100 100
Hafnia Tankers Shipholding Alpha Pte Ltd Shipowning Singapore 100 100
Hafnia One Pte. Ltd. Shipowning Singapore 100 100
Hafnia Tankers Singapore Pte Ltd Investment Singapore 100 100
Hafnia Tankers Shipholding Singapore Pte. Ltd. Shipowning Singapore 100 100
Hafnia Tankers Shipholding 2 Singapore Pte. Ltd. Shipowning Singapore 100 100
Hafnia Tankers Chartering Singapore Pte. Ltd. Chartering Singapore 100 100
Hafnia Tankers International Chartering Inc. Chartering Marshall Islands 100 100
Hafnia Tankers Services Singapore Pte Ltd Ship-management Singapore 100 100
Hafnia Management A/S f Ship-management Denmark 40
Hafnia Bunkers ApS f Ship-management Denmark 40
Hafnia Handy Pool Management ApS f Ship-management Denmark 40
Hafnia MR Pool Management ApS f Ship-management Denmark 40
Hafnia SARL Corporate Support Monaco 100 100
Hafnia Holding Limited a Investment Bermuda 100 100
Hafnia Holding II Limited a Investment Bermuda 100
Hafnia Middle East DMCC b Investment UAE 100
Hafnia Chemical Tankers Pte. Ltd. b

Shipowning

Singapore 100
Vista Shipping Pte. Ltd. Investment Singapore 50 50
Vista Shipholding I Pte. Ltd. Shipowning Singapore 50 50
Vista Shipholding II Pte. Ltd. Shipowning Singapore 50 50
Vista Shipholding III Pte. Ltd. Shipowning Singapore 50 50
Vista Shipholding IV Pte. Ltd. Shipowning Singapore 50 50
Vista Shipholding V Pte. Ltd. Shipowning Singapore 50 50
Vista Shipholding VI Pte. Ltd. Shipowning Singapore 50 50
Vista Shipholding VII Pte. Ltd. Shipowning Singapore 50 50
Vista Shipholding VIII Pte. Ltd. Shipowning Singapore 50 50
Vista Shipholding IX Pte. Ltd. a Shipowning Singapore 50 50
Vista Shipholding X Pte. Ltd. a Shipowning Singapore 50 50
Vista Shipping HK Limited Investment Hong Kong 50 50
Vista Shipping US, LLC Investment United States 50 50
H&A Shipping Ltd c Investment Marshall Islands 50 50
Yellow Star Shipping Ltd c Shipowning Liberia 50 50
Green Stars Shipping Ltd c Shipowning Liberia 50 50
Chemical Tankers Inc e Investment Marshall Islands 100
Chemical Tankers ApS e Corporate Support Denmark 100
Chemical Tankers SubHoldCo Inc e Investment Marshall Islands 100
Chemical Tankers (A-Ships) Inc e Investment Marshall Islands 100

Chemical Tankers 1 Inc

e

Shipowning

Marshall Islands 100
Chemical Tankers 2 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 3 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 4 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 5 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 6 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 7 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 8 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 9 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 10 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 11 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 12 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 13 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 14 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 15 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 16 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 17 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 18 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 19 Inc e

Dormant

Marshall Islands 100
Chemical Tankers 20 Inc e

Dormant

Marshall Islands 100
Chemical Tankers 21 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 22 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 23 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 24 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 25 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 26 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 27 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 28 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 29 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 30 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 31 Inc e

Dormant

Marshall Islands 100
Chemical Tankers 32 Inc e

Dormant

Marshall Islands 100
Chemical Tankers 35 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 36 Inc e

Shipowning

Marshall Islands 100
Chemical Tankers 37 Inc e

Dormant

Marshall Islands 100

(a) This company was registered in 2021
(b) This company was registered in 2022
(c) This company was incorporated as the result of the Group entering into a joint venture wit Andromeda Shipping in 2021
(d) This company was struck off on 27 January 2022
(e) The acquisition of CTI was completed on 27 January 2022
(f) This company has been dissolved after voluntary liquidation on 9 December 2022

Statement of Comprehensive Income

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