REGISTERED NUMBER: 10142662 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Casper Chartering Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

P M Buffam

M Shakesheff

M D Sharp

REGISTERED OFFICE:

Tees Wharf

Dockside Road

Middlesbrough

Cleveland

TS3 6AH

REGISTERED NUMBER:

10142662 (England and Wales)

AUDITORS:

Anderson Barrowcliff Limited

Statutory Auditors

Chartered Accountants

3 Kingfisher Court

Bowesfield Park

Stockton on Tees

TS18 3EX

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The key financial indicators for the group during the year were as follows:

2024

2023

£'000

£'000

Turnover

21,130

23,633

Profit/(loss) before tax

(1,650)

(340)

Trading conditions during 2024 remained challenging, as the ocean freight market was heavily impacted by global trading conditions influenced by worldwide situations, including political and other macroeconomic issues. Freight demand was weaker than expected, leading to a sharp contraction in shipping rates, particularly during the first half of the year. This was further compounded by continued volatility in bunker fuel costs, which fluctuated between $650 and $1,000 per metric tonne across the year.

In addition, cash flow was affected by significant investment in vessel upgrades to meet new regulatory changes and requirements. To mitigate long-term exposure and enhance operational flexibility, the group has since the year-end. established an in-house company dedicated to carrying out repairs and upgrades across its own fleet.

Despite these headwinds, the group has remained operationally resilient, supported by strong customer retention and effective cost management. Towards the end of the year, freight rates showed early signs of stabilisation and management forecasts a recovery over the next twelve months. Strategic investment in both fleet modernisation and digital systems has further positioned the group to capture opportunities once global trade volumes begin to recover.

The directors believe that it is appropriate for the financial statements to be prepared on a going concern basis. This basis assumes the short to medium term support of related parties, which has been confirmed to the directors, and the medium to long term return to profitability.

Whilst the future profitability cannot be guaranteed, the directors are confident that operational changes being undertaken will result in profitable future trading.

PRINCIPAL RISKS AND UNCERTAINTIES

The group constantly reviews potential risks and uncertainties; those facing the group are broadly classified as follows:

- Health and Safety

- Environmental

- Economy

- Investment

- Financial

Health and safety

The group continues to operate a "safety first" culture. Regular training and audits ensure high compliance levels and a near-miss reporting framework has been embedded across the business.

Environmental

Sustainability remains a core priority. In 2024, the group expanded its carbon reduction programme, introducing fuel efficiency technologies and trialling low-emission fuels. The business remains fully aligned with international regulatory requirements.

Economy

Macroeconomic volatility continues to be a significant factor. Global inflationary pressures, uncertain consumer demand and persistent instability in energy markets all have the potential to affect performance.

Investment

The group continues to balance its mix of chartered and owned vessels. Investment decisions remain focused on reducing long-term exposure to fluctuating charter rates, whilst maintaining sufficient flexibility to scale capacity inline with demand.

Financing

The Historic recent rising interest rate environment placed increased pressure on financing costs. The group has secured credit facilities at competitive terms to maintain liquidity and ensure ongoing capital investment capacity. A focus on careful cash flow management remains essential.

KEY PERFORMANCE INDICATORS

Given the straightforward nature of the business, the directors remain of the opinion that further KPI analysis is not necessary for an understanding of the group's development, performance, or position, and that all relevant financial information has been disclosed within the financial statements.

ON BEHALF OF THE BOARD:

M D Sharp - Director

25 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of chartering brokers and shipping agents.

The directors do not anticipate any significant future changes or developments.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 is £Nil (2023 : £108,471) in respect of the ordinary shares.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

P M Buffam

M Shakesheff

M D Sharp

POLITICAL DONATIONS AND EXPENDITURE

No political donations were made by the group during the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Anderson Barrowcliff Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M D Sharp - Director

25 September 2025

Opinion

We have audited the financial statements of Casper Chartering Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

Based on our understanding of the industry, we have considered applicable laws and regulations which may be fundamental to the group's ability to operate or to avoid a material penalty, and we considered the extent to which non-compliance might have a material effect on the financial statements. We considered management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate manual journal entries to manipulate financial performance, management bias and any significant one-off or unusual transactions.

We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Audit procedures performed by the engagement team included:

-

Enquiry of management and those charged with governance around actual and potential litigation and claims.

-

Enquiry of entity staff to identify any instances of non-compliance with laws and regulations.

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

-

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

-

Revenue recognition; agreeing a sample of revenue transactions to gain assurance over the occurrence and accuracy of revenue and also to ensure revenue has been recognised in the correct period.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

David Shawcross FCA (Senior Statutory Auditor)

for and on behalf of Anderson Barrowcliff Limited

Statutory Auditors

Chartered Accountants

3 Kingfisher Court

Bowesfield Park

Stockton on Tees

TS18 3EX

25 September 2025

TURNOVER

2

21,129,673

23,632,587

Cost of sales

19,550,779

21,499,994

GROSS PROFIT

1,578,894

2,132,593

Administrative expenses

2,543,283

2,793,307

(964,389

)

(660,714

)

Other operating income

53,769

-

OPERATING LOSS

4

(910,620

)

(660,714

)

Exceptional item

5

-

1,029,314

(910,620

)

368,600

Interest receivable and similar income

-

21,974

(910,620

)

390,574

Interest payable and similar expenses

6

739,203

729,661

LOSS BEFORE TAXATION

(1,649,823

)

(339,087

)

Tax on loss

7

(317,175

)

(76,265

)

LOSS FOR THE FINANCIAL YEAR

(1,332,648

)

(262,822

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,332,648

)

(262,822

)

Loss attributable to:

Owners of the parent

(1,332,648

)

(262,822

)

Total comprehensive income attributable to:

Owners of the parent

(1,332,648

)

(262,822

)

FIXED ASSETS

Intangible assets

10

399,088

474,954

Tangible assets

11

12,589,640

8,801,803

Investments

12

86

86

12,988,814

9,276,843

CURRENT ASSETS

Stocks

13

217,750

219,576

Debtors

14

1,057,971

1,884,751

Cash at bank and in hand

909,909

3,225,932

2,185,630

5,330,259

CREDITORS

Amounts falling due within one year

15

3,021,330

2,818,509

NET CURRENT (LIABILITIES)/ASSETS

(835,700

)

2,511,750

TOTAL ASSETS LESS CURRENT LIABILITIES

12,153,114

11,788,593

CREDITORS

Amounts falling due after more than one year

16

(7,727,293

)

(5,856,635

)

PROVISIONS FOR LIABILITIES

21

(379,195

)

(552,684

)

NET ASSETS

4,046,626

5,379,274

CAPITAL AND RESERVES

Called up share capital

22

60

60

Share premium

23

28,470

28,470

Capital redemption reserve

23

40

40

Retained earnings

23

4,018,056

5,350,704

SHAREHOLDERS' FUNDS

4,046,626

5,379,274

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

M D Sharp - Director

FIXED ASSETS

Intangible assets

10

12,692

23,252

Tangible assets

11

11,950,216

8,597,557

Investments

12

1,913,923

1,913,673

13,876,831

10,534,482

CURRENT ASSETS

Stocks

13

217,750

219,576

Debtors

14

1,272,597

1,604,776

Cash at bank

760,401

3,034,057

2,250,748

4,858,409

CREDITORS

Amounts falling due within one year

15

3,845,499

3,680,302

NET CURRENT (LIABILITIES)/ASSETS

(1,594,751

)

1,178,107

TOTAL ASSETS LESS CURRENT LIABILITIES

12,282,080

11,712,589

CREDITORS

Amounts falling due after more than one year

16

(7,727,293

)

(5,856,635

)

PROVISIONS FOR LIABILITIES

21

(378,435

)

(550,000

)

NET ASSETS

4,176,352

5,305,954

CAPITAL AND RESERVES

Called up share capital

22

60

60

Share premium

23

28,470

28,470

Capital redemption reserve

23

40

40

Retained earnings

23

4,147,782

5,277,384

SHAREHOLDERS' FUNDS

4,176,352

5,305,954

Company's loss for the financial year

(1,129,602

)

(199,253

)

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

M D Sharp - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

100

6,721,997

28,470

-

6,750,567

Changes in equity

Reduction in share capital

(40

)

(1,000,000

)

-

40

(1,000,000

)

Dividends

-

(108,471

)

-

-

(108,471

)

Total comprehensive income

-

(262,822

)

-

-

(262,822

)

Balance at 31 December 2023

60

5,350,704

28,470

40

5,379,274

Changes in equity

Total comprehensive income

-

(1,332,648

)

-

-

(1,332,648

)

Balance at 31 December 2024

60

4,018,056

28,470

40

4,046,626

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

100

6,585,108

28,470

-

6,613,678

Changes in equity

Reduction in share capital

(40

)

(1,000,000

)

-

40

(1,000,000

)

Dividends

-

(108,471

)

-

-

(108,471

)

Total comprehensive income

-

(199,253

)

-

-

(199,253

)

Balance at 31 December 2023

60

5,277,384

28,470

40

5,305,954

Changes in equity

Total comprehensive income

-

(1,129,602

)

-

-

(1,129,602

)

Balance at 31 December 2024

60

4,147,782

28,470

40

4,176,352

Cash flows from operating activities

Cash generated from operations

1

849,813

237,301

Interest paid

(738,694

)

(729,661

)

Interest element of hire purchase payments paid

(509

)

-

Tax paid

126,336

(374,196

)

Net cash from operating activities

236,946

(866,556

)

Cash flows from investing activities

Purchase of tangible fixed assets

(4,587,205

)

(5,420,102

)

Purchase of fixed asset investments

-

(86

)

Sale of tangible fixed assets

2,000

3,616,662

Interest received

-

21,974

Net cash from investing activities

(4,585,205

)

(1,781,552

)

Cash flows from financing activities

New loans in year

3,600,000

4,210,000

Loan repayments in year

(1,365,134

)

(2,259,517

)

Capital repayments in year

(2,630

)

-

Amount withdrawn by directors

(200,000

)

-

Share buyback

-

(1,000,000

)

Equity dividends paid

-

(108,471

)

Net cash from financing activities

2,032,236

842,012

Decrease in cash and cash equivalents

(2,316,023

)

(1,806,096

)

Cash and cash equivalents at beginning of year

2

3,225,932

5,032,028

Cash and cash equivalents at end of year

2

909,909

3,225,932

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before taxation

(1,649,823

)

(339,087

)

Depreciation charges

883,934

757,461

Loss/(profit) on disposal of fixed assets

1,300

(1,029,314

)

Finance costs

739,203

729,661

Finance income

-

(21,974

)

(25,386

)

96,747

Decrease in stocks

1,826

238,491

Decrease in trade and other debtors

1,094,280

857,389

Decrease in trade and other creditors

(220,907

)

(955,326

)

Cash generated from operations

849,813

237,301

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

909,909

3,225,932

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

3,225,932

5,032,028

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

3,225,932

(2,316,023

)

909,909

3,225,932

(2,316,023

)

909,909

Debt

Finance leases

-

(9,370

)

(9,370

)

Debts falling due within 1 year

(594,335

)

(369,701

)

(964,036

)

Debts falling due after 1 year

(5,856,635

)

(1,865,165

)

(7,721,800

)

(6,450,970

)

(2,244,236

)

(8,695,206

)

Total

(3,225,038

)

(4,560,259

)

(7,785,297

)

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

Casper Chartering Limited is a private company, limited by shares, incorporated in the United Kingdom. The address of the registered office is given in the company information on page 1 of these financial statements. The nature of the group's operations and its principal activity is set out in the Report of the Directors on page 3.

The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and the Republic of Ireland" (FRS102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention. The financial statements are prepared in sterling which is the functional currency of the group and rounded to the nearest pound.

Notwithstanding the net current liabilities of £835,700, the directors believe that it is appropriate for the financial statements to be prepared on a going concern basis. This basis assumes the short to medium term support of related parties, which has been confirmed to the directors, and the medium to long term return to profitability.

Whilst the future profitability cannot be guaranteed, the directors are confident that operational changes being undertaken will result in profitable future trading.

These financial statements do not include any adjustments that would result should the company not continue as a going concern.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and its subsidiary company. The results of the subsidiaries acquired are consolidated for the periods from the date on which control passed and are accounted for under the purchase method.

As permitted by section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented as part of these financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The policies adopted for the recognition of turnover are as follows:

Agency fees and commissions receivable are recognised when the services have been completed and the company has the right to receive the consideration.

Turnover derived from voyage charters are recognised in accordance with the terms of the charter party.

Turnover derived from time charters are recognised over the period of the time charter in relation to stage of completion.

Goodwill

Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its useful economic life, which is ten years. Provision is made for any impairment.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of 4 years.