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Registered number: 03996686










CARAVELA LIMITED

REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025




















 
CARAVELA LIMITED
 
 
Company Information


Directors
A Cadena 
G Ghiretti 
J Green 
J Hector (resigned 15 June 2026)
M Wright (appointed 15 June 2026, resigned 31 December 2025)
J Bayter (appointed 15 June 2026)
A Preney (appointed 15 June 2026)




Company secretary
A Cadena



Registered number
03996686



Registered office
3rd Floor
12 Gough Square

London

EC4A 3DW




Independent auditor
RSM UK Audit LLP
Chartered Accountants

25 Farringdon Street

London

EC4A 4AB




Bankers
HSBC
133 Regent Street

London

W1B 4HX





Cooperative Rabobank UA

Croseselaan 18

Utrecht

The Netherlands





 
CARAVELA LIMITED
 

Contents



Page
Group strategic report
 
1 - 9
Directors' report
 
10 - 19
Independent auditor's report
 
20 - 23
Consolidated statement of comprehensive income
 
24
Consolidated statement of financial position
 
25 - 26
Company statement of financial position
 
27 - 28
Consolidated statement of changes in equity
 
29 - 30
Company statement of changes in equity
 
31 - 32
Consolidated statement of cash flows
 
33 - 34
Consolidated analysis of net debt
 
35
Notes to the financial statements
 
36 - 65


 
CARAVELA LIMITED
 
 
Group strategic report
For the Year Ended 31 December 2025

The Directors present their Strategic Report for Caravela Limited (the 'Company') and its subsidiaries (together, the 'Group') for the year from 1 January 2025 to 31 December 2025 (the 'year').
 
Introduction

Caravela Limited is a high quality coffee company focusing exclusively on responsibly sourcing and selling high quality Latin American coffees. The Company aims to build mutually beneficial relationships between outstanding coffee producers, coffee roasters and coffee consumers, contributing to the development of a long-term sustainable coffee industry, from farm to cup.

The Company was founded in London in May 2000. In 2002, it opened its first coffee export operation in Colombia to source high quality coffee directly from small coffee producers whilst guaranteeing traceability and transparency to roasters around the world. Since then, the Company has grown into a multi-country operation with sourcing, processing, and export operations in seven Latin American countries and import operations in Australia, Europe, North America and the UK, thereby creating value at each step of the coffee supply chain.

Throughout the 26 years in business, Caravela has pioneered many concepts that are now commonplace in the specialty coffee industry such as grading coffee by cup quality (and not bean size), microlots, the use of GrainPro© liners for storing green and parchment coffee, vacuum packing coffee and developing better techniques for drying coffee to extend quality and shelf life, among others.

Caravela’s vision is to be the preeminent supplier of outstanding Latin American coffees to the most discerning coffee roasters throughout the globe, predicated on our unbreakable commitment to quality, professionalism, transparency, integrity, efficiency, innovation, and excellent customer service.

In April 2019 we welcomed Oikocredit Ecumenical Development Cooperative Society UA (Oikocredit) as a shareholder after purchasing Annona Sustainable Investments BV stake in the Company. Oikocredit is an experienced social investor that aims to maximise social impact while safeguarding the environment and generating fair financial returns.

The Caravela business model

Our business model is built upon five basic principles:

Direct Relationships
Education
Sustainability
Traceability
Transparency

One of the main differences between Caravela and most green coffee companies is that 100% of the coffee we source is purchased directly from individual coffee producers, most of them small and medium in size, and the totality of the coffee we sell is sold directly to coffee roasters worldwide. Our vertically integrated supply chain means that we do not work with intermediaries, neither on the buy or the sell-side, which allows us to deliver unsurpassed quality and consistency year-round and in the long-term, while being able to provide full traceability and transparency from the coffee farm to the consumer. This is what ultimately differentiates us from the rest and is the main reason why Caravela is the preferred supplier of high-quality Latin American coffee to some of the world’s most demanding and leading specialty coffee roasters.






 
Page 1

 
CARAVELA LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2025

Another one of our differentiating factors is our focus on education to coffee producers, which is based on the firm belief that without education to producers the long-term growth of the specialty coffee industry will be limited, and coffee producer’s sustainability will be jeopardised. That is why in each of the Latin American countries where we have company-owned operations we run a grower education program called “PECA” (for the acronym of the program in Spanish: Programa de Educación a Caficultores). PECA focuses on working hand-in-hand with coffee producers with the goal of achieving higher productivity, better cup quality and higher incomes through the education of best practices. To finance the PECA program, the Company allocates 10 cents of every lb sold, which represents close to 15% of the overall company overhead.

Our Coffee Producer Education Program (PECA) enables us to work hand in hand with our coffee producer partners to understand the challenges they face in producing better coffees. In 2025, our team of 27 technicians and agronomists completed over 3,341 farm visits, providing technical advice and training 1,403 producers in improved agricultural and processing practices. To achieve this, our PECA team covered nearly 285,795 km, with associated emissions offset, as reflected in our carbon neutrality status.

We trained 1,403 producers during farm-to-farm visits, and more than 1,268 producers attended our 112 Farmer Field Schools (FFS) and PECA Knowledge Hubs (AULAS). Overall, Caravela positively impacts more than 25,000 people, directly and indirectly, in coffee farming communities across Latin America.

Making an impact in the coffee world

Overall, Caravela positively impacts more than 25,000 people, directly and indirectly, in coffee farming communities across Latin America.

In 2025, we worked with 2,343 small and medium-sized producers across seven Latin American countries and analyzed more than 14,890 individual lots. During the year, the average farm size of our producer partners was 3.79 ha.

Our field team was composed of 47 Quality Analysts and 28 PECA educators. In total, 36% of our team is dedicated daily to supporting coffee producers in producing better coffee.

We invested around US$1.5 million on infrastructure, machines and equipment in our subsidiaries, including launching our first two roasted coffee brands in Colombia, Casa Landino and 40kg. We invested US$112k in development and software in 2025.

Through Casa Landino and 40kg we aim to build direct relationships with coffee drinkers. Understanding their willingness to pay, purchase behaviour and tastes will help us strengthen our collaboration with roasters in different geographies, as well as serve as input for the development of new products. 

In 2025 we maintained our B-Corp certification and for the eleventh straight year in a row achieving 141.5 points out of a possible 200, which positions Caravela as an industry leader.

For further information about our impact, please visit https://caravela.coffee /our-impact

Page 2

 
CARAVELA LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2025

Our operations

At origin, Caravela has company-owned infrastructure and export companies in Colombia, Ecuador, El Salvador, Guatemala, Mexico, Nicaragua and Peru. In each of these countries, we have multiple purchasing labs, dry mills and a full quality control, logistics and administration teams. The Company also sources coffee in Honduras but does not have its own export operations in this country.

In total, we operate in seven Latin American coffee origins, with close to 200 employees, 39 purchasing points and cupping labs, more than 17,000 square meters of coffee parchment drying facilities, 5 dry processing mills (trilladoras) with state-of-the-art optical sorting equipment, a cross border farmer education program led by expert agronomists and a quality analysis team comprised of more than 31 highly trained coffee cuppers that work day in and day out with our farmers providing constant feedback and support.

On the import side, we have a team of more than twenty coffee professionals focused on sales, quality assurance, logistics and administration. Our offices are located in London (United Kingdom), Houston (USA), Sydney (Australia), Taipei (Taiwan), and Dublin (Ireland). At the end of 2025, 35% of our employees are female, distributed as follows:
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Page 3

 
CARAVELA LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2025

Our operations (continued)

In 2025, we invoiced and delivered coffee to 360 coffee roasters in 36 countries in five continents. The coffee sold to our worldwide customers was sourced from 3,115 individual coffee producers in the seven Latin American countries where we operate, 89% of them smallholder producers that own less than five hectares of land. 

Distribution of Sales by Destination (based on 60-kg bags)
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During 2025 Caravela continued reshaping its management structure with the goals of improving collaboration, empowering individuals, and better responding to the changing needs of the coffee industry. Under the name “One Caravela”, this initiative emphasizes self-management across the organization.

Principal risks and uncertainties

As part of our business, we are faced with operational, quality and financial risks that the Company recognises and mitigates.

Quality risk is mitigated by our very high standards at the purchase point, as well as the work undertaken by PECA on the ground. As producers understand the importance of quality as a pre-requisite for higher prices, they themselves become quality obsessed and therefore work hard to produce the best coffee they can.  Our risk mitigation tool then is the relationship we develop with the producer as well as constant supervision at the purchase lab and the different quality controls we have implemented.

On the operational side, we face risk regarding the movement of our coffee from purchasing to our processing facilities and then onwards to customers. We measure our performance on this matter via our OTIF (On-Time In-Full) KPI.

From a financial perspective, we again face many risks regarding our exposure to futures markets, local currency movements against the US Dollar in the countries where we handle business, as well as the credit worthiness of our suppliers and customers.  We mitigate these risks by utilising financial hedging strategies such as the use of future contracts for hedging our physical coffee position, options to cover for unexpected price movements, forward currency contracts to hedge our currency exposure and trade credit insurance to protect us from the risk of non-payment by customers.


Page 4

 
CARAVELA LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2025


In 2025 we continued to see a decrease in the local differentials paid for coffee in the countries where we operate. In addition, we saw an increase in the C market prices during the year. As a result of these price movements our cost of coffee was higher than in 2024. 

Caravela therefore is continuing its farmer outreach efforts through our PECA program. We expect that through market access, consistent high prices and added value to farmers we can minimise the risk of lower quality and non-delivery.

We use futures contracts to hedge almost 100% of our sales and purchases of coffee. This means that we are exposed to hedging gains or losses. There are two types of hedging gains or losses:

Realized hedging gains or losses correspond to fully fixed (buy-sell) future contract positions. In this case we have an actual cash movement that is offset by the sale of the physical inventory. As such, our current hedging losses will be compensated by the sale of the physical inventory in the future and therefore will be recovered when that inventory is sold to final customers.  The effect of those hedging losses is in effect only inter-temporary, as any losses are recouped with the sale of the physical coffee. At the same time any gains are also given back when actual coffee is sold.
Unrealized hedging on the other hand corresponds to losses or gains on contracts partially fixed (either sale or buy). Since our position is typically long (we buy a futures market when the customer price fixes) as the market moves lower, we have unrealized hedging losses. The effect of these losses is merely on asset valuation and there is no cash effect for the Company.

In 2023 we implemented hedge accounting for our coffee futures position. We can calculate the realized and unrealized gains or losses for each lot of coffee that we have under contract or that we have in inventory. We therefore only recognize the gain or loss in the Profit and Loss account when we recognize the sale of the coffee. By implementing hedge accounting we can isolate the effect of the volatility of the C market in our Profit and Loss account and have a better representation of the Company’s operating position. 

During the year, we also saw a reduction in the depreciation of Latin American currencies and an increase in FX volatility. 

Climate Change together with the geopolitical scenery is one of coffee’s greatest risks to our business, therefore PECA is fundamental in working together with coffee producers to provide them with the tools and the training necessary to withstand and hopefully overcome this major threat.

The EU Anti-Deforestation Regulation (EUDR) regulation exists already in law, but mandatory enforcement has been delayed until 30 December 2026, which will have an impact on coffee (among other products) imports into the EU. Starting on this date all coffee imported into the EU must be sourced from deforestation free farms. This regulation means that importers need to have complete traceability to each of the farms where coffee is produced. In addition, the geo-location of each farm needs to be validated against deforestation data to demonstrate that the farm is deforestation free. 

Caravela has full traceability of 100% of the coffee we source. We started the process of confirming the geo-location of each farm that supplies to us with the aim of being EUDR before the regulation is in force. Once this process is completed, we will be able to offer our customer coffee that complies with EUDR. 

Caravela also faces risks which are external and that may have an impact in our business, such as macroeconomic changes, political changes in the countries where we operate, changes in regulations and commerce laws, etc. While there are no ready-made tools for mitigating these risks, Management constantly works to understand our position on different fronts and to set up scenarios for risk mitigation.

Page 5

 
CARAVELA LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2025

2025 financial report

The Directors report that 2025 was a challenging trading year for the Group, marked by significant external pressures across key markets and the global coffee supply chain.

Sales volumes were materially impacted by continued volatility in the C-Market, the implementation of tariffs in the USA, and persistent logistical disruptions at Latin American ports. These factors, combined with increased cost of goods sold at origin, contributed to a loss for the year.

Sales volumes (measured in 60kg bags) declined by 24% compared to the prior year, reflecting both weaker demand conditions and changes in customer purchasing behaviour. Gross profit decreased by 28%, while EBITDA declined by 66%, demonstrating the operational leverage inherent in the business.

The results for the Group are set out on the Consolidated Statement of Comprehensive Income and have been summarised below.

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Trading conditions in 2025 remained highly complex. Coffee prices in the futures market (C-Market) remained at historically elevated levels, with significant volatility across futures prices, local differentials and global currencies. This created a highly uncertain pricing environment for the entire coffee industry, and particularly for our roaster customers.

Operationally, the Group continued to experience delays across Latin American ports and extended processing times, which negatively impacted fulfilment reliability and increased working capital requirements. At the same time, inflationary pressures at the consumer level have introduced additional uncertainty around short- and medium-term demand, while also impacting our costs and expenditure.

In this environment, roasters have remained focused on reducing their cost of goods sold. This has resulted in a shift toward lower-priced coffees and shorter-term purchasing strategies, often at the expense of quality. This dynamic has negatively impacted the Group’s sales volumes and mix, particularly given the Group’s positioning in higher-quality and sustainably sourced coffees.

Despite these headwinds, the Group continues to differentiate itself through its focus on quality, sustainability and direct relationships with coffee producers. This positioning supports long-term value creation, even though it may create short-term pressure in periods where customers prioritise price over quality.

The Group monitors performance through key operating metrics, including sales volumes (in 60kg bags) and profitability indicators such as EBITDA and operating profit per pound of coffee sold. These measures provide a consistent basis for evaluating performance across periods.




Page 6

 
CARAVELA LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2025

The Directors consider that a significant portion of the reported loss for 2025 is attributable to foreign exchange volatility.

The Group purchases coffee in local currencies across Latin America, while sales are primarily denominated in USD, as well as EUR, GBP and AUD. Accounting policies require inventory and transactions to be recorded at average exchange rates, while payments to producers occur at prevailing (historical) rates. This creates timing-related FX effects between the point of purchase and the point of sale.

To better reflect the underlying operating performance of the business, the Group also reviews its results on a constant exchange rate basis, as presented below

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Constant currency reporting isolates the impact of exchange rate movements during the period, listed above as Intra Company FX adjustment. Including this item in a separate line provides a clearer view of operational performance.

During 2025, most producing-country currencies strengthened against the US Dollar. This resulted in higher reported costs when translated into the Group’s reporting currency, negatively impacting reported profitability under IFRS standards.

Excluding these FX effects, the Group’s margins show greater resilience, indicating that the underlying business maintained relative stability despite highly adverse market conditions.

Page 7

 
CARAVELA LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2025

Financial position movements

Net assets decreased by 20% from 2024 to 2025. Within the balance sheet, liabilities increased by 27% reflecting the pressure on the use of our credit facilities. 

Total assets have increased 12%, mainly due to increased value of the inventory, in addition to investments in tangible assets such as installations and equipment.

The present report comprises the following companies that are part of the Caravela Group:

Caravela Coffee Australia Pacific Pty Ltd (Australia)
Caravela Coffee LLC (United States)
Caravela Colombia S.A.S (Colombia)
Caravela Guatemala S.A. (Guatemala)
Caravela Limited (UK) – parent Company
Caravela Mesoamerica S.A. de C.V. (El Salvador)
Caravela Nicaragua S.A. (Nicaragua)
Caravela Peru S.A.C (Peru)
Caravela-Ecuador S.A. (Ecuador) – previously called Ecuavirmax
Agroalimentos Caravela de Mexico S.A. de C.V. (Mexico)
Caravela Asia Limited (Taiwan)
Caravela Coffee Europe Ltd (Ireland)
Caravela Europe BV (The Netherlands)
I Love Caturra Ltd (United Kingdom)

Consolidated Financial Statements

Due to the size of the Company and its subsidiaries, the Company is required to prepare consolidated financial statements. Refer to note 2.2 for further information.

Directors’ statement of compliance with duty to promote the success of the Group (S172)

The following statement describes how the directors have had regard to the matters set out in section 172 (1) (a) to (f) when performing their duty under section 172 of the Companies Act 2006.

The board aims to have a material positive impact on all its stakeholders through the Company’s business and operations. All decisions take into account:

The likely consequences of any decision in the long term.
The interest of the Company’s employees.
The need to foster the Company’s business relationships with suppliers, customers and others.
The Company’s operation in the community and the environment.
The desirability of the Company maintaining a reputation for high standards of business conduct.
The need to act fairly as between members of the Company.

The above matters are defined as “Stakeholder Interest”.

Our business is based on the idea of long-term relationships between two key stakeholders: our coffee suppliers and our customers. We believe that only by adding value to both these groups we will be successful.

Page 8

 
CARAVELA LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2025

Coffee Suppliers

100% of our coffee is bought directly from small and medium sized coffee farmers, who sell directly to Caravela in one of our purchase stations. The price we pay is transparent and directly tied to the quality of the beans delivered. We have programs in place (see PECA) where we partner with our coffee grower partners to help them improve their quality and productivity.

Coffee Customers

We firmly believe that we can help our customers success by not only delivering great, consistent coffees but also by providing, traceability, transparency and education across the board. We aim to develop a long-term relationship with each of our more than 500 customers. 

Employees

Our team is the reason behind our success. Team members are actively encouraged to participate in local decision making and to contribute in the Company’s larger initiatives. We have programmes in place to identify and develop talent in our team, and all team members are provided with hard skills and soft skills training.

During 2025 we continued the move towards becoming a self-managed organization, based on employee accountability. Our goal is to empower all the Caravela team members to decide what is in the best interest of the Company, clients and suppliers. 

Environment

Caravela was the first Green Coffee Trader to achieve Carbon Neutral Silver Standard certification for our Global Operations. This was verified by One Carbon World. We have achieved our goal to become Carbon Neutral by 2025. We continue to work on diverse initiatives towards our goal of becoming Net Zero by 2030, including our coffee supply chain. 

Lenders & Investors

As a for profit company, Caravela always considers the effects of our decisions in our ability to re-pay our debt and protect the investment of our shareholders. We believe that true sustainability is only achieved where all parts of the chain can benefit, from farmers, to other suppliers, customers, coffee drinkers and of course our Company by having resources to continue to invest and grow.

This report was approved by the board on                                       30 June 2026 and signed on its behalf.



A Cadena
Director
Page 9

 
CARAVELA LIMITED
 
 
 
Directors' report
For the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the Group, including the Company and its subsidiaries, is the trade of high quality green coffee from Latin America.

Results and dividends

The loss for the year, after taxation, amounted to $1,964,628 (2024: profit for the year $300,855).

Subsequent to the year end, an ordinary dividend of $Nil (2024: $380,000) has been proposed for approval by the shareholders for the year ended 31 December 2025.

Directors

The directors who served during the year were:

A Cadena
J Hector (resigned 15 June 2026)
G Ghiretti
J Green
M Wright (resigned 31 December 2025)

Directors' responsibilities statement

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

Company law requires the directors to prepare group and company 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). 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 Group and the Company 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company 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 Group and Company and hence forth taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 10

 
CARAVELA LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2025

Future developments and going concern

The Group and Company intends to continue to invest in its existing Latin American subsidiaries to gain more control of the product, obtain efficiencies and be as close as possible to farmers. We continue to invest in our technological tools that help us be more efficient and productive.

The directors expect with reasonable certainty that their current borrowing facilities will be available for a minimum period of at least one year from the date of approval of these financial statements and do not have any concerns over meeting its financial covenants attached to its borrowing facilities. Based on these forecasts and action plans, the directors consider it is appropriate for the Group and Company financial statements to be prepared on the going concern basis.

Financial instruments

Objectives and policies

Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the Company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as an interest expense in the profit and loss account.

Credit risk, liquidity risk and cash flow risk

The business' principal financial instruments comprise bank balances, trade debtors, creditors, bank loans. The main purpose of these instruments is to finance the business' operations.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the timing of collecting debts and payments of liabilities. All of the business' cash balances are held in such a way that achieves a competitive rate of interest. The business makes use of hedging and forward contracts to eliminate risk.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for any doubtful debts.

Creditors' liquidity is managed by ensuring sufficient funds are available to meet amounts due.

The bank loans are a short-term liability to provide working capital. Profits are being retained in the form of bank balances to ensure sufficient funds are available when the loans mature.

Price risk

Our business operates in an environment where fluctuations in commodity prices, exchange rates, and other market variables can significantly impact financial performance. To mitigate the adverse effects of price volatility, we employ strategic hedging through future contracts and FX non-delivery forwards. These contracts allow us to mitigate the risk of price and currency movements. 

Our risk management strategies have adapted to ensure continued resilience and stability in the face of market uncertainties.


 

Page 11

 
CARAVELA LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2025

Future Contracts Hedge

Our risk management approach involves the use of future contracts as a primary tool for hedging against price risks and non-delivery forward contracts for hedging against currency movements. 

Risk Management objectives

The objectives of our risk management activities related to derivative contracts are as follows:

Price Stability: To minimize the impact of price volatility on our financial performance by locking in prices through hedging.

Cost Control: To manage input costs and maintain competitive pricing for our products by strategically hedging against price fluctuations.

Margin Protection: To safeguard revenue streams and profit margins by mitigating the downside risks associated with adverse price movements.

Strategic Planning: To support long-term strategic planning and decision-making by providing greater certainty and predictability in our cost structure and revenue projections.

Engagement with employees

The Group maintains a Transparency Hotline where employees and other stakeholders can express views on matters that affect them anonymously.

Disabled employees

The Group is committed to a policy and practice under which they recognize their obligations not to discriminate unlawfully against people with disabilities at any stage of employment, and undertake:

1.to seek to employ people with disabilities in jobs suited to their aptitudes, abilities, and qualifications, making any reasonable adjustments necessary to do so;
2.to seek to ensure that employees with disabilities are considered for promotion according to their aptitudes, abilities, and qualifications, making any reasonable adjustments necessary to do so;
3.to ensure that assessments are carried out of the scope of reasonable adjustments which may be made to the workplace and its environment, so as to make it possible to retain an employee with a disability or to recruit a person with a disability;
4.to make any reasonable alterations to company premises required to ensure that they are accessible and safe for people with disabilities; and
5.to make reasonable changes to the workplace and to employment arrangements so that a person with disability is not at any substantial disadvantage compared to a non-disabled person.

Qualifying third party indemnity provisions

At the time of approving the Directors' Report, there are qualifying third party indemnity insurance provisions in force for the benefit of the directors.

Page 12

 
CARAVELA LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2025

Carbon Footprint and Greenhouse Gases Emissions

1. Our 2030 Net Zero Commitment

At Caravela Coffee, we understand climate action as a shared responsibility across every stage of the coffee supply chain. Since beginning our carbon footprint assessment journey in 2016, we have progressively expanded the scope, quality, and depth of our emissions measurement and reduction strategy across our global operations.

Today, with a robust emissions baseline, an internal monitoring platform, and third-party verification through One Carbon World, Caravela Coffee reaffirms its commitment to achieving Net Zero emissions across scopes 1, 2 and 3 by 2030.

Our commitment goes beyond compensation. We are focused on reducing emissions at source, increasing operational efficiency, strengthening environmental awareness across our teams and partners, and developing long-term insetting strategies within our own coffee supply chain. We believe the transition to Net Zero requires measurable action, operational accountability, and collaboration across producing and consuming countries alike.

Caravela Coffee’s preliminary internal assessment estimates total emissions of 2,239 tCO2e associated with the export of 71,960 bags of green coffee in 2024, corresponding to an environmental efficiency ratio of 0.52 kg CO2e per kg of green coffee exported. In 2025, total emissions increased to 2,303 tCO2e while export volumes decreased to 68,837 bags of green coffee, resulting in an environmental efficiency ratio of 0.56 kg CO2e per kg of green coffee exported. This reflects a modest increase in emissions intensity compared to the previous year, highlighting the importance of accelerating emissions reduction efforts across the supply chain. As part of its carbon reduction strategy, Caravela will continue to focus on improving operational efficiency, optimizing logistics, increasing the use of renewable energy, and working with coffee producers and supply chain partners to identify and implement emissions reduction opportunities.

2. Reduction Strategy and Mitigation Measures for 2030 

Caravela Coffee’s reduction strategy focuses on increasing environmental efficiency across all operations while reducing absolute emissions throughout the supply chain.

Scope 1 - Direct Emissions:

Fuel Consumption: 
To address direct emissions from fossil fuel consumption, Caravela Coffee continues to reduce dependency on company-owned vehicles and optimize transportation efficiency across operations. Additionally, as part of our evolving purchasing strategy based on cup profiles, we are promoting greater efficiency in the coffee purchasing and cupping process across our 7 origin operations and 5 import offices. Through employee awareness, operational planning, and process optimization, we aim to reduce unnecessary fossil fuel use associated with sample movement, cupping logistics, and purchasing operations. These measures seek to improve operational coordination while reducing fuel consumption intensity across our global footprint.

Scope 2 - Indirect Emissions:

Energy Consumption: 
Building on the installation of solar panels at our main dry mill facility in Colombia, which currently supply approximately 20% of the energy required for milling operations, we are also working to improve energy efficiency throughout the milling process itself through upgraded machinery, operational optimization, and employee awareness.



Page 13

 
CARAVELA LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2025

Toward 2030, Caravela Coffee is actively exploring local partnerships in producing countries that enable access to renewable energy sources capable of powering milling operations outside Colombia. Our objective is to progressively reduce dependency on conventional electricity grids and increase the share of renewable energy used throughout our processing infrastructure.

Scope 3 - Value Chain Emissions:

Water consumption: 
Water use within Caravela Coffee operations is mainly associated with quality assurance and cupping activities. Through the implementation of a purchasing strategy increasingly aligned by cup profile and quality consistency, Caravela expects to reduce the overall number of cupping repetitions and samples required throughout the sourcing process. This operational optimization will contribute to lower fixed emissions associated with water consumption while maintaining the integrity and rigor of our quality protocols.

Materials consumption: 
Caravela Coffee continues to seek strategic partnerships with suppliers capable of reducing the embedded emissions associated with export materials and logistics. This includes the development and sourcing of coffee export bags and liners with lower embedded carbon emissions, reduced fossil-fuel-based inputs, and improved transportation efficiency. Additionally, Caravela is exploring the implementation of reusable pallets manufactured from recycled materials that allow longer operational lifespan, reuse cycles, and reduced consumption of primary resources. Through procurement engagement and supplier collaboration, we aim to progressively reduce emissions associated with materials consumption across the supply chain.

Waste Generation:
Caravela Coffee remains committed to ensuring that 100% of organic waste generated through dry milling operations is responsibly managed and diverted from landfill by 2030. Current partnerships already allow organic by-products from milling operations to be redirected toward energy generation, composting processes, and upcycling initiatives for alternative materials production. In parallel, we continue to strengthen employee awareness programs across all operation sites to improve waste separation, recycling practices, and responsible disposal of reusable materials. Our objective is to continuously reduce emissions associated with waste generation while fostering a culture of environmental responsibility throughout the company.

Coffee Freight:
Freight and logistics remain the largest source of emissions within Caravela Coffee’s footprint. In response, the company has developed internal export planning and logistics platforms designed to optimize shipment consolidation, route planning, container utilization, and transport efficiency. These systems allow Caravela Coffee to reduce space inefficiencies during export operations, improve loading efficiency, and minimize unnecessary transport emissions across parchment collection, inland freight, milling logistics, and green coffee exports.

Business Travel:
Recognizing air travel as one of the main contributors to scope 3 emissions, Caravela Coffee continues to strengthen internal business travel policies focused on awareness, accountability, and emissions reduction. Through carbon budgeting by operational role, prioritization of virtual meetings where appropriate, and more efficient travel planning, the company seeks to reduce emissions intensity associated with business travel while maintaining meaningful engagement across producing and consuming countries.

Employee Commuting:
Caravela Coffee continues to promote hybrid and flexible work models across office operations to reduce emissions associated with employee commuting. Additionally, the company is developing awareness initiatives that encourage the adoption of lower-emission transportation alternatives such as walking, cycling, public transportation, carpooling, and electric mobility options where available. These measures seek not only to reduce operational emissions, but also to foster a broader environmental culture among collaborators across all countries of operation.

Page 14

 
CARAVELA LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2025

3. Compensation Transition Strategy

Caravela Coffee’s compensation strategy is evolving from a traditional offsetting-only approach toward a long-term multichannel compensation model that combines both carbon offsetting and insetting initiatives within our own supply chain.

To date, Caravela Coffee has compensated emissions through certified international carbon credits as part of the One Carbon World Carbon Neutral International Standard framework. Moving forward, the company aims to progressively transition toward a model where an increasing proportion of emissions compensation is achieved directly within coffee-producing landscapes connected to our operations.

This strategy includes the development of partnerships and projects related to:

Farm-level reforestation and afforestation initiatives 
Forest conservation and mitigation of deforestation and forest degradation 
Biochar technologies applied at farm level to increase long-term carbon sequestration capacity 
Agroforestry systems and regenerative agricultural practices 

Through this approach, Caravela Coffee seeks to create measurable carbon sinks within its own supply chain while simultaneously supporting resilience, biodiversity conservation, and long-term producer livelihoods across Latin America. Our objective by 2030 is to achieve a compensation model capable of addressing 100% of scopes 1, 2 and 3 emissions through a balanced combination of certified offsetting and traceable insetting initiatives connected directly to our coffee producer relationships.

The total Carbon Footprint for 2025 of the activities measured is 2,303 tonnes CO2e.

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Page 15

 
CARAVELA LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2025

4. Assessment Methodology

Caravela Coffee’s greenhouse gas emissions assessment is conducted in alignment with the Greenhouse Gas (GHG) Protocol Corporate Standard and is compatible with ISO 14064 and PAS 2060 international standards. 

The methodology applied for the assessment follows internationally recognized carbon accounting principles based on the use of documented and approved GHG emission conversion factors. These conversion factors establish the relationship between operational activity data and the associated greenhouse gas emissions generated by each activity. 

Under this methodology, operational activity data collected across Caravela Coffee’s operations is multiplied by the relevant emissions conversion factors to calculate total greenhouse gas emissions expressed as carbon dioxide equivalent (CO2e). The assessment considers the seven greenhouse gases covered under the Kyoto Protocol, including carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulphur hexafluoride (SF6), and nitrogen trifluoride (NF3). 

The Global Warming Potentials (GWPs) used for the conversion to CO2e are based on the Intergovernmental Panel on Climate Change (IPCC) Fourth Assessment Report (AR4) over a 100-year period, following international inventory and reporting requirements. All conversion factors applied in the assessment are expressed in kilograms of carbon dioxide equivalent (kg CO2e). 

The scope of Caravela Coffee’s assessment covers all activities under the company’s operational control across scopes 1, 2 and 3, spanning operations in producing and destination countries. The assessment boundary extends from coffee purchasing operations at producer communities and buying stations through parchment transportation, dry milling, processing, warehousing, export logistics, and green coffee freight up to destination warehouses in importing countries.

The assessment includes emissions associated with fuel and energy consumption, electricity use, refrigerants, freight and logistics, materials consumption, waste generation, water use, employee commuting, homeworking, hotel stays, and business travel. Additionally, the methodology incorporates well-to-tank emissions associated with fuel extraction and refining, as well as transmission and distribution losses from electricity consumption. To strengthen data consistency, transparency, and monitoring capacity, Caravela Coffee continues to consolidate operational activity data through its internal Greener Coffee platform, enabling centralized emissions tracking and supporting the implementation and monitoring of reduction and mitigation strategies across the supply chain.

Page 16

 
CARAVELA LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2025

5. Our Journey to Carbon Zero by 2030

Caravela Coffee began assessing its carbon emissions in 2016 as part of a broader commitment to understanding and reducing the environmental impact of coffee supply chains. Over the years, the company progressively expanded the scope and quality of its assessments, moving from localized operational measurements toward a global carbon footprint covering all operations across producing and importing countries. By 2021, Caravela Coffee completed its second full assessment of scopes 1, 2 and 3 under third-party verification through One Carbon World, establishing a baseline environmental efficiency of 0.55 kg CO2e per kg of green coffee exported. In 2022, global logistical disruptions and extraordinary freight conditions significantly increased emissions associated with land transportation and export logistics, resulting in a temporary increase in total emissions intensity. Since then, Caravela Coffee has focused on strengthening operational efficiency, improving logistics planning, reducing fuel dependency, investing in renewable energy, optimizing milling operations, improving waste management partnerships, promoting hybrid work models, and implementing more robust data collection methodologies. In 2025, Caravela Coffee achieved a total assessed footprint of 2,303 tCO2e, representing a 3% increase compared to 2024 emissions. 

As part of Caravela Coffee’s continuous improvement process in greenhouse gas accounting and environmental efficiency monitoring, the company has completed a preliminary internal assessment of its expected 2025 greenhouse gas emissions prior to third-party verification by One Carbon World. Based on operational activity data collected through the Greener Coffee platform, Caravela Coffee projects total emissions of approximately 2,303 tCO2e for 2025 associated with the export of 68,837 bags of green coffee. This corresponds to an estimated environmental efficiency ratio of 0.56 kg CO2e per kg of green coffee exported, representing a continued improvement in emissions intensity compared to previous assessment years. 

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Page 17

 
CARAVELA LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2025

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While final figures remain subject to external verification and methodology review, the preliminary results reflect the impact of ongoing operational efficiency measures, logistics optimization strategies, renewable energy initiatives, and emissions reduction actions implemented across Caravela Coffee’s supply chain.

Matters covered in the strategic report

The Group has chosen in accordance with Companies Act 2006, section 414C(11) to set out in the Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Schedule 7 to be contained in the Directors' Report. It has done so in respect of the fair review of the business, the principle risks and uncertainties facing the business, and disclosures of strategic importance.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware; and
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Page 18

 
CARAVELA LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2025

Post balance sheet events

On 11 March 2026, the Group renewed one of its Financing facilities, used for the purchase of parchment coffee in Peru and Mexico.

Auditor

The auditor, RSM UK Audit LLP, will be proposed for reappointment in accordance with section 485 of The Companies Act 2006.

This report was approved by the board on 30 June 2026 and signed on its behalf.
 





G Ghiretti
Director

Page 19

 
CARAVELA LIMITED
 
 
 
Independent auditor's report to the members of Caravela Limited
 

Opinion


We have audited the financial statements of Caravela Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of changes in equity, the Company statement of changes in equity, Consolidated statement of cash flows and notes to the financial statements, including significant accounting policiesThe 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's affairs as at 31 December 2025 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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.


Page 20

 
CARAVELA LIMITED
 
 
 
Independent auditor's report to the members of Caravela Limited (continued)


Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual reportOur 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. 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 course of 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report 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 their environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which 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.


Page 21

 
CARAVELA LIMITED
 
 
 
Independent auditor's report to the members of Caravela Limited (continued)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 19, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's 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.


Auditor's responsibilities for the audit of the financial statements
 

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


The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team and component auditors:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.





Page 22

 
CARAVELA LIMITED
 
 
 
Independent auditor's report to the members of Caravela Limited (continued)


As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and inspecting correspondence with local tax authorities.

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to customs and duties. We performed audit procedures to inquire of management whether the group is in compliance with these law and regulations and inspected correspondence with licensing or regulatory authorities.

The group audit engagement team identified the risk of management override of controls and the existence and cut-off of revenue as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, agreeing samples of revenue entries in to the general ledger to supporting documentation, and testing a sample of revenue entries with close proximity to the period end to ensure they were recognised in the correct accounting period.

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material effect on the consolidated financial statements were communicated to component auditors. Any instances of non-compliance with laws and regulations identified and communicated by a component auditor were considered in our group audit approach.

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 auditor's report.


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 2006Our 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 an auditor's report 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 Hough (Senior Statutory Auditor)
  
for and on behalf of
RSM UK Audit LLP
 
Chartered Accountants
  
25 Farringdon Street
London
EC4A 4AB

Date: 02 July 2026
Page 23

 
CARAVELA LIMITED
 
 
Consolidated statement of comprehensive income
For the Year Ended 31 December 2025

2025
2024
Note
$
$

  

Turnover
 4 
48,450,957
50,762,435

Cost of sales
  
(38,474,011)
(36,994,532)

Gross profit
  
9,976,946
13,767,903

Administrative expenses
  
(9,845,389)
(10,713,638)

Other operating income
  
624,387
118,466

Operating profit
 7 
755,944
3,172,731

Interest receivable and similar income
 9 
30,235
19,972

Interest payable and similar expenses
 10 
(2,439,087)
(2,428,098)

(Loss)/profit before taxation
  
(1,652,908)
764,605

Tax on (loss)/profit
 11 
(311,720)
(463,750)

(Loss)/profit for the financial year
  
(1,964,628)
300,855

  

Currency translation differences
  
341,625
(14,651)

Cash flow hedges loss arising in the year
  
(48,469)
(384,349)

Other comprehensive income/(expense) for the year
  
293,156
(399,000)

Total comprehensive expense for the year
  
(1,671,472)
(98,145)

(Loss)/profit for the year attributable to:
  

Non-controlling interests
  
680
325

Owners of the parent Company
  
(1,965,308)
300,530

  
(1,964,628)
300,855

Total comprehensive expense for the year attributable to:
  

Non-controlling interests
  
125
67

Owners of the parent Company
  
(1,671,597)
(98,212)

  
(1,671,472)
(98,145)

Page 24

 
CARAVELA LIMITED
Registered number: 03996686

Consolidated statement of financial position
As at 31 December 2025

2025
2024
Note
$
$

Fixed assets
  

Intangible assets
 13 
753,308
1,137,059

Tangible assets
 14 
3,780,234
2,858,581

Investments
 15 
63,326
63,326

  
4,596,868
4,058,966

Current assets
  

Stocks
 16 
17,829,204
13,585,722

Debtors: amounts falling due after more than one year
 17 
283,629
433,819

Debtors: amounts falling due within one year
 17 
8,539,044
8,727,808

Cash at bank and in hand
 18 
5,467,051
6,243,015

  
32,118,928
28,990,364

Creditors: amounts falling due within one year
 19 
(27,782,843)
(21,589,047)

Net current assets
  
 
 
4,336,085
 
 
7,401,317

Total assets less current liabilities
  
8,932,953
11,460,283

Creditors: amounts falling due after more than one year
 20 
(873,014)
(1,033,299)

Provisions for liabilities
  

Deferred taxation
 24 
-
(315,573)

  
 
 
-
 
 
(315,573)

Net assets
  
8,059,939
10,111,411


Capital and reserves
  

Called up share capital 
 25 
75,935
75,935

Share premium account
 26 
817,074
817,074

Hedging reserve
 26 
68,981
117,450

Profit and loss account
 26 
7,097,690
9,100,818

Equity attributable to owners of the Parent Company
  
8,059,680
10,111,277

Non-controlling interests
  
259
134

  
8,059,939
10,111,411


Page 25

 
CARAVELA LIMITED
Registered number: 03996686
    
Consolidated statement of financial position (continued)
As at 31 December 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 June 2026.




G Ghiretti
Director

The notes on pages 36 to 65 form part of these financial statements.

Page 26

 
CARAVELA LIMITED
Registered number: 03996686

Company statement of financial position
As at 31 December 2025

2025
2024
Note
$
$

Fixed assets
  

Intangible assets
 13 
742,529
1,121,018

Tangible assets
 14 
69,127
14,951

Investments
 15 
4,769,940
4,769,824

  
5,581,596
5,905,793

Current assets
  

Stocks
 16 
2,406,972
1,887,710

Debtors: amounts falling due after more than one year
 17 
151,181
103,233

Debtors: amounts falling due within one year
 17 
20,661,146
17,768,928

Cash at bank and in hand
 18 
3,194,092
4,811,110

  
26,413,391
24,570,981

Creditors: amounts falling due within one year
 19 
(20,686,722)
(16,635,683)

Net current assets
  
 
 
5,726,669
 
 
7,935,298

Total assets less current liabilities
  
11,308,265
13,841,091

  

Provisions for liabilities
  

Deferred taxation
 24 
-
(203,549)

  
 
 
-
 
 
(203,549)

Net assets
  
11,308,265
13,637,542


Capital and reserves
  

Called up share capital 
 25 
75,935
75,935

Share premium account
 26 
817,074
817,074

Hedging reserve
 26 
68,981
117,450

Profit and loss account
 26 
10,346,275
12,627,083

  
11,308,265
13,637,542


Page 27

 
CARAVELA LIMITED
Registered number: 03996686
    
Company statement of financial position (continued)
As at 31 December 2025

As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes as it prepared Group accounts. The Company's loss for the year was $1,900,808 (2024: $427,803).

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 June 2026.


G Ghiretti
Director

The notes on pages 36 to 65 form part of these financial statements.

Page 28
 

 
CARAVELA LIMITED


 

Consolidated statement of changes in equity
For the Year Ended 31 December 2025



Called up share capital
Share premium account
Hedging reserve
Profit and loss account
Equity attributable to owners of Parent Company
Non-controlling interests
Total equity


$
$
$
$
$
$
$


At 1 January 2025
75,935
817,074
117,450
9,100,818
10,111,277
134
10,111,411



Comprehensive (expense)/income for the year


Loss for the year
-
-
-
(1,965,308)
(1,965,308)
680
(1,964,628)


Currency translation differences
-
-
-
341,625
341,625
-
341,625


Cash flow hedges loss arising in the year
-
-
(48,469)
-
(48,469)
-
(48,469)


Amounts attributable to non-controlling interests
-
-
-
555
555
(555)
-

Total comprehensive (expense)/income for the year
-
-
(48,469)
(1,623,128)
(1,671,597)
125
(1,671,472)


Dividends: Equity capital
-
-
-
(380,000)
(380,000)
-
(380,000)



At 31 December 2025
75,935
817,074
68,981
7,097,690
8,059,680
259
8,059,939



The notes on pages 36 to 65 form part of these financial statements.

Page 29

 

 
CARAVELA LIMITED


 

Consolidated statement of changes in equity
For the Year Ended 31 December 2024



Called up share capital
Share premium account
Hedging reserve
Profit and loss account
Equity attributable to owners of Parent Company
Non-controlling interests
Total equity


$
$
$
$
$
$
$


At 1 January 2024
76,375
817,074
501,799
8,790,608
10,185,856
67
10,185,923



Comprehensive (expense)/income for the year


Profit for the year
-
-
-
300,530
300,530
325
300,855


Currency translation differences
-
-
-
(14,651)
(14,651)
-
(14,651)


Cash flow hedges loss arising in the year
-
-
(384,349)
-
(384,349)
-
(384,349)


Amounts attributable to non-controlling interests
-
-
-
258
258
(258)
-

Total comprehensive (expense)/income for the year
-
-
(384,349)
286,137
(98,212)
67
(98,145)


Dividends: Equity capital
-
-
-
(380,000)
(380,000)
-
(380,000)


Shares cancelled during the year
(440)
-
-
-
(440)
-
(440)


Other movement
-
-
-
404,073
404,073
-
404,073



At 31 December 2024
75,935
817,074
117,450
9,100,818
10,111,277
134
10,111,411



The notes on pages 36 to 65 form part of these financial statements.

Page 30

 

 
CARAVELA LIMITED


 

Company statement of changes in equity
For the Year Ended 31 December 2025



Called up share capital
Share premium account
Hedging reserve
Profit and loss account
Total equity


$
$
$
$
$


At 1 January 2025
75,935
817,074
117,450
12,627,083
13,637,542



Comprehensive expense for the year


Loss for the year
-
-
-
(1,900,808)
(1,900,808)


Cash flow hedges loss arising in the year
-
-
(48,469)
-
(48,469)

Total comprehensive expense for the year
-
-
(48,469)
(1,900,808)
(1,949,277)


Dividends: Equity capital
-
-
-
(380,000)
(380,000)



At 31 December 2025
75,935
817,074
68,981
10,346,275
11,308,265



The notes on pages 36 to 65 form part of these financial statements.

Page 31

 

 
CARAVELA LIMITED


 

Company statement of changes in equity
For the Year Ended 31 December 2024



Called up share capital
Share premium account
Hedging reserve
Profit and loss account
Total equity


$
$
$
$
$


At 1 January 2024
76,375
817,074
501,799
13,477,822
14,873,070



Comprehensive expense for the year


Loss for the year
-
-
-
(427,803)
(427,803)


Currency translation differences
-
-
-
(43,376)
(43,376)


Cash flow hedges gain arising in the year
-
-
(384,349)
-
(384,349)

Total comprehensive expense for the year
-
-
(384,349)
(471,179)
(855,528)


Dividends: Equity capital
-
-
-
(380,000)
(380,000)


Shares cancelled during the year
(440)
-
-
440
-



At 31 December 2024
75,935
817,074
117,450
12,627,083
13,637,542



The notes on pages 36 to 65 form part of these financial statements.

Page 32
 
CARAVELA LIMITED
 

Consolidated statement of cash flows
For the Year Ended 31 December 2025

2025
2024
$
$

Cash flows from operating activities

(Loss)/profit for the financial year
(1,964,628)
300,855

Adjustments for:

Amortisation of intangible assets
498,365
565,387

Depreciation of tangible assets
897,269
643,207

Loss on disposal of tangible assets
16,873
(15,080)

Interest payable
2,439,087
2,408,126

Interest receivable
(30,235)
-

Taxation charge
311,720
463,750

(Increase)/decrease in stocks
(4,243,481)
786,409

(Increase)/decrease in debtors
(277,858)
1,424,645

Decrease/(increase) in derivative financial instruments
830,444
(674,971)

Increase/(decrease) in creditors
100,804
(1,070,649)

Corporation tax paid
(559,616)
(512,002)

Net cash (used in)/generated from operating activities

(1,981,256)
4,319,677


Cash flows from investing activities

Purchase of intangible assets
(112,337)
(339,380)

Sale of intangible assets
-
(30,189)

Purchase of tangible fixed assets
(1,219,600)
(1,296,079)

Proceeds on disposal of tangible fixed assets
67,939
184,143

Proceeds on disposal of associates
-
165,999

Interest received
30,235
19,972

Net cash used in investing activities

(1,233,763)
(1,295,534)

Cash flows from financing activities

Proceeds of new bank loans
5,324,960
5,200,000

Repayment of bank loans
(2,750,408)
(6,701,144)

Repayment of finance lease obligations
(244,848)
(460,992)

Dividends paid to equity shareholders
(380,000)
(380,000)

Interest paid
(2,439,087)
(2,428,098)

Proceeds from sale and leaseback
-
746,498

Net cash used in financing activities
(489,383)
(4,023,736)

Net decrease in cash and cash equivalents
(3,704,402)
(999,593)

Cash and cash equivalents at beginning of year
(7,501,222)
(6,546,063)

Foreign exchange gains and losses
(104,958)
44,434
Page 33

 
CARAVELA LIMITED
 

Consolidated statement of cash flows (continued)
For the Year Ended 31 December 2025


2025
2024

$
$


Cash and cash equivalents at the end of year
(11,310,582)
(7,501,222)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
5,467,049
6,243,015

Bank overdrafts
(16,777,631)
(13,744,237)

(11,310,582)
(7,501,222)


Page 34

 
CARAVELA LIMITED
 

Consolidated analysis of net debt
For the Year Ended 31 December 2025







At 1 January 2025
Cash flows
Other non-cash changes
New finance leases
Exchange rate movements
At 31 December 2025
$

$

$

$

$

$

Cash at bank and in hand

6,243,015

(671,008)

-

-

(104,958)

5,467,049

Bank overdrafts

(13,744,237)

(3,033,394)

-

-

-

(16,777,631)

Borrowings excluding overdrafts due after 1 year

(12,287)

6,718

-

-

-

(5,569)

Borrowings excluding overdrafts due within 1 year

(5,230,088)

(2,581,270)

-

-

-

(7,811,358)

Obligations under finance leases

(1,135,126)

354,518

(109,669)

(259,720)

-

(1,149,997)














(13,878,723)
(5,924,436)
(109,669)
(259,720)
(104,958)
(20,277,506)

The notes on pages 36 to 65 form part of these financial statements.

Page 35

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

1.


Company information

Caravela Limited ("the Company") is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is 3rd Floor, 12 Gough Square, London, EC4A 3DW.

The Group consists of Caravela Limited and all of its subsidiaries (the "Group").

The Company's and the Group's principal activities and the nature of its operations are disclosed in the Director's Report.

2.Accounting policies

 
2.1

Accounting convention

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The Company has taken advance of the exemption from disclosing the following information in its company only accounts, as permitted by the reduced disclosures regime within FRS 102:

Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures. 

The following principal accounting policies have been applied:

Page 36

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
2.2

Basis of consolidation

The consolidated financial statements incorporate those of Caravela Limited and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. 

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other Members of the Group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the business combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Group and the Company will be able to continue its operations for the foreseeable future and as a minimum  for a period of at least 12 months from the date of the approval of these financial statements. 

The Group meets its day-to-day working capital requirements through its bank facilities and all of the Group's forecasts and projections show that the Group is able to operate within these facilities.

The Directors expect with reasonable certainty that the current borrowing facilities will be available for a minimum period of at least 12 months from the date of approval of these financial statements and do not have any concerns over meeting the financial covenants attached to the borrowing facilities. 

Based on these forecasts and action plans, the Directors consider it appropriate for the Group and Company, financial statements to be prepared on the going concern basis.

Page 37

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
2.4

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Turnover is recognised when the risks and rewards of ownership are passed to the customer. For Free on Board sales, revenue is recognised when the coffee crosses over the ship's rail. For ex-warehouse sales, turnover is recognised at the date the coffee transfers to the buyer at the warehouse.

  
2.5

Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

 
2.6

Intangible fixed assets other than goodwill

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following basis:



 The estimated useful lives range as follows:

Software
-
5 years straight line
Development costs
-
5 years straight line

 
2.7

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Page 38

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)


2.7
Tangible fixed assets (continued)

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:


Leasehold land and buildings
-
10 years straight line
Plant & equipment
-
10 years straight line
Motor vehicles
-
5 years straight line
Fixtures & fittings
-
5 years straight line
Other fixed assets
-
5 years straight line

Land is not depreciated.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.8

Fixed asset investments

In the separate financial statements of the Company, interests in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Undertakings in which the Group has significant influence (i.e. the power to participate in the financial and operating policy decisions but not control or joint control over those policies) are classified as associates. The Group's share of the results, other comprehensive income and equity of associates are accounted for using the equity method based on the associate's financial statements to 31 December.

Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill.

All unrealised profit or losses on transactions with the associate are eliminated to the extent of the Group's interest, except where unrealised losses provide evidence of an impairment. Where necessary, the adjustments are made to bring the accounting policies of the associate into line with those used by the Group.

Dividends received from the associate reduce the carrying amount of the investment.

Losses in an associate that reduce the carrying amount of the investment in the associate to below zero are not recognised, but a provision is recognised to the extent that the Group has an obligation or has made payments on behalf of the associate.

Page 39

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

  
2.9

Impairment of fixed assets

At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 
2.10

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposit accounts and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

  
2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

The cost of stock includes the purchase price, import duties and other taxes (other than those subsequently recoverable by the entity from the taxing authorities), and transport, handling and other directly attributable costs incurred whilst transferring coffee inventory to its final destination.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.12

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.

Page 40

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)


2.12
Financial instruments (continued)

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.



 
Page 41

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)


2.12
Financial instruments (continued)

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

  
2.13

Equity instruments

Equity instruments issued by the Group are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.

  
2.14

Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to fair value, at each reporting date. Fair value gains and losses are recognised in profit or loss unless hedge accounting is applied and the hedge is a cash flow hedge.

Page 42

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

  
2.15

Hedge accounting

To qualify for hedge accounting, the Group documents the hedged item, the hedging instrument and the hedging relationship between them, and the causes of the hedge ineffectiveness (such as different maturities, nominal accounts or variable rates, and counterparty credit risk).

The Group elects to adopt hedge accounting for future contracts and uses future contracts to manage its exposure to coffee prices. Changes in the fair value of the futures contract are recorded in other comprehensive income (OCI) to the extent the hedge is effective. These are held in a hedge reserve until the forecasted transaction affects profit or loss. When the forecasted transaction that is hedged impacts profit or loss, the corresponding amount in the hedge reserve is reclassified to profit or loss.

When hedge accounting for a cash flow hedge is discounted, any gains or losses accumulated in OCI are reclassified to profit or loss when the forecasted transaction occurs. If it's not expected to occur, the amounts are immediately reclassified to profit or loss.

The Group does not apply hedge accounting to its forward contracts.

  
2.16

Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.

Current and deferred tax is charged to profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.

Current tax is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is calculated at the tax rates that expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is recognised on income and expenses from subsidiaries, associates, branches and interests in jointly controlled entities, that will be assessed to or allow for tax in a future period except where the Group is able to control the reversal of the timing difference and it is probable that the timing difference will not reverse in the foreseeable future.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination and the amounts that can be deducted or assessed for tax. The deferred tax recognised is adjusted against goodwill.

Page 43

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
2.17

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

 
2.18

Retirement benefits

For defined contribution schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as other creditors.

  
2.19

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability in included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

  
2.20

Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

Page 44

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Tangible and intangible fixed assets
Determining whether there are indicators of impairment of the Group's tangible and intangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. No such impairments were recognised in the current and prior year.

Recoverability of intercompany balances and investments
Determining whether the amounts owed by group undertakings are recoverable and whether a provision is required against the debt or investment. Factors taken into consideration in reaching such a decision are potential prevailing economic conditions in the industry and their potential impact on the performance of the Company's subsidiaries. No such impairments were recognised in the current and prior year.

Stocks
Determining whether there are any indicators of impairment of the Group's stocks held. Factors taken into consideration in reaching such a decision include the demand and quality of the product. Disclosure of the stock impairment recognised in the year can be found in note 16.

Credit facility
Determining the presentation of the two tranches of the revolving credit short term and long term liabilities on the basis of whether this is repayable on demand or not and considering the right to set off cash and cash equivalents against this amount.

Fair value of future contracts
At each reporting date, the fair values of future contracts are assessed against the carrying value of the financial asset or financial liability. The directors' estimate the fair value of future contracts by reference to market value to settle the contract which is provided by the Company's bank. The fair value movement is recognised immediately in the Statement of Comprehensive Income.

Deferred tax
Deferred tax assets are recognised to the extent that the directors assess with reasonable certainty that sufficient profits will be generated in future periods to realise the deferred tax assets.

Page 45

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

4.


Turnover

The turnover for the year was wholly derived from the Group's principal activity.


An analysis of turnover by class of business is as follows:


2025
2024
$
$

USA
24,366,470
23,212,322

Australia
11,350,913
16,661,746

Colombia
1,760,590
1,334,635

Rest of World
4,701,792
3,816,931

Europe
6,271,192
5,736,801

48,450,957
50,762,435



5.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$


Wages and salaries
6,089,465
6,140,810
1,628,244
1,464,961

Social security costs
321,150
322,398
7,644
4,461

Pension costs
191,418
183,142
10,192
12,725

6,602,033
6,646,350
1,646,080
1,482,147


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Management
18
12
5
2



Administration
38
46
1
8



Sales
7
6
2
2



Quality control
65
82
1
1



Other support
78
88
2
-

206
234
11
13

Page 46

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

6.


Directors' remuneration

2025
2024
$
$

Directors' emoluments
898,964
686,000

Group contributions to defined contribution pension schemes
863
1,232

899,827
687,232


During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of $421,731 (2024 - $315,792).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $NIL (2024 - $NIL).


7.


Operating profit

Operating profit for the year is stated after charging/(crediting):

2025
2024
$
$

Unrealised fair value losses/(gains) on derivatives
920,228
(1,022,443)

Exchange (loss)/gain apart from those arising on financial instruments measured at fair value through profit or loss
(2,283,628)
1,910,177

Depreciation of owned tangible fixed assets
772,269
384,739

Depreciation of tangible fixed assets held under finance leases
125,000
61,077

Profit on disposal of tangible fixed assets
(478)
(16,291)

Amortisation of intangible assets
498,365
525,062

Operating lease charges
1,097,425
959,881


8.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2025
2024
$
$

Fees payable to the Company's auditor and its associates for the audit of the consolidated and Parent Company's financial statements
255,706
219,781

Page 47

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

9.


Interest receivable

2025
2024
$
$


Other interest income
30,235
19,972

30,235
19,972


10.


Interest payable and similar expenses

2025
2024
$
$


Interest on bank overdrafts and loans
2,329,418
2,369,013

Interest on finance leases and hire purchase contracts
109,669
59,085

2,439,087
2,428,098


11.


Taxation


2025
2024
$
$

Corporation tax


Current tax on profits for the year
15,629
24,101

Adjustments in respect of previous periods
-
(103,078)


15,629
(78,977)

Foreign tax


Foreign tax on income for the year
167,904
368,958

167,904
368,958

Total current tax
183,533
289,981

Deferred tax


Origination and reversal of timing differences
128,187
173,769

Total deferred tax
128,187
173,769


311,720
463,750
Page 48

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
$
$


(Loss)/profit on ordinary activities before tax
(1,652,908)
764,605


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(413,227)
191,151

Effects of:


Tax effect of expenses that are not deductible in determining taxable profit
199,252
236,390

Adjustments in respect of prior periods
-
(103,078)

Effect of subsidiaries operating in foreign jurisdictions on tax charge
31,653
77,743

Tax losses not recognised as a deferred tax asset
494,042
61,544

Total tax charge for the year
311,720
463,750


12.


Dividends

2025
2024
$
$


Final paid
380,000
380,000

380,000
380,000

Page 49

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

13.


Intangible assets

Group





Goodwill
Software
Total

$
$
$



Cost


At 1 January 2025
138,368
2,903,115
3,041,483


Additions
-
112,337
112,337


Foreign exchange movement
-
10,985
10,985



At 31 December 2025

138,368
3,026,437
3,164,805



Amortisation


At 1 January 2025
138,368
1,766,056
1,904,424


Amortisation charged for the year
-
498,365
498,365


Foreign exchange movement
-
8,708
8,708



At 31 December 2025

138,368
2,273,129
2,411,497



Net book value



At 31 December 2025
-
753,308
753,308



At 31 December 2024
-
1,137,059
1,137,059


Page 50

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025
 
           13.Intangible assets (continued)

Company




Computer software

$



Cost


At 1 January 2025
2,692,664


Additions
63,583



At 31 December 2025

2,756,247



Amortisation


At 1 January 2025
1,571,646


Charge for the year
442,072



At 31 December 2025

2,013,718



Net book value



At 31 December 2025
742,529



At 31 December 2024
1,121,018

Page 51

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

14.


Tangible fixed assets

Group



Leasehold land and buildings
Plant & equipment
Motor vehicles
Fixtures & fittings
Other fixed assets

$
$
$
$
$



Cost or valuation


At 1 January 2025
1,150,580
3,664,738
347,967
593,221
14,736


Additions
504,942
782,335
65,861
124,974
1,208


Disposals
(17,790)
(99,422)
(31,336)
(61,042)
-


Foreign exchange movement
24,396
251,076
(7,248)
20,382
1,649



At 31 December 2025

1,662,128
4,598,727
375,244
677,535
17,593



Depreciation


At 1 January 2025
500,847
1,705,835
216,808
478,149
11,022


Charge for the year
97,527
640,430
63,010
94,602
1,700


Disposals
(5,156)
(75,909)
(15,446)
(28,265)
-


Foreign exchange movement
1,532
(137,209)
7,486
(7,203)
1,233



At 31 December 2025

594,750
2,133,147
271,858
537,283
13,955



Net book value



At 31 December 2025
1,067,378
2,465,580
103,386
140,252
3,638



At 31 December 2024
649,733
1,958,903
131,159
115,072
3,714
Page 52

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

           14.Tangible fixed assets (continued)


Total

$



Cost or valuation


At 1 January 2025
5,771,242


Additions
1,479,320


Disposals
(209,590)


Foreign exchange movement
290,255



At 31 December 2025

7,331,227



Depreciation


At 1 January 2025
2,912,661


Charge for the year
897,269


Disposals
(124,776)


Foreign exchange movement
(134,161)



At 31 December 2025

3,550,993



Net book value



At 31 December 2025
3,780,234



At 31 December 2024
2,858,581

Page 53

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

           14.Tangible fixed assets (continued)


Company






Leasehold land and buildings
Fixtures & fittings
Total

$
$
$

Cost or valuation


At 1 January 2025
15,042
79,616
94,658


Additions
60,945
8,629
69,574


Disposals
-
(4,848)
(4,848)



At 31 December 2025

75,987
83,397
159,384



Depreciation


At 1 January 2025
15,042
64,665
79,707


Charge for the year
3,782
9,888
13,670


Disposals
-
(3,120)
(3,120)



At 31 December 2025

18,824
71,433
90,257



Net book value



At 31 December 2025
57,163
11,964
69,127



At 31 December 2024
-
14,951
14,951

The Group's land and buildings includes $150,000 (2024: $150,000) of land which is not depreciated.






Page 54

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

15.


Fixed asset investments

Group





Other fixed asset investments

$



Cost or valuation


At 1 January 2025
63,326



At 31 December 2025
63,326




Company





Shares in group undertakings and participating interests

$



Cost or valuation


At 1 January 2025
4,769,824


Additions
116



At 31 December 2025
4,769,940




Page 55

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Caravela Colombia S.A.S
Carrera 21, 86-19 Barrio el Polo, Bogota, Colombia 111211
Purchase of parchment coffee, milling and export of green coffee
Common
99.41%
Caravela Coffee LLC
1330 Rayford Park Road, Suite B, Spring, TX 77386, USA
Import and distribution of coffees
Common
100.00%
Caravela Coffee Australia Pacific Pty Ltd
33 North Head Scenic Drive, Manly, NSW 2095, Australia
Import and distribution of coffees
Common
100.00%
Caravela Mesoamerica S.A de C.V
KM 111, Carreta a Meapan, Santa Ana, El Salvador
Purchase of parchment coffee, milling and export of green coffee
Common
100.00%
Caravela Nicaragua S.A
Salida a Monzonte, Frenta al Porton de Madesa Ocotal, Nueva Segovia, Nicaragua
Purchase of parchment coffee, milling and export of green coffee
Common
99.73%
Caravela-Ecuador S.A.
Calle El Arenal, 80-2 Y Panamericana Norte, Quito, Ecuador
Purchase of parchment coffee, milling and export of green coffee
Common
 99.75%
Caravela Peru S.A.C.
Ca. Mariscal Lar Mar No.652, Miraflores, Lima, L18, Peru
Purchase of parchment coffee, milling and export of green coffee
Common
100.00%
Agroalimentos Caravela de Mexico S.A. de C.V.
Av. Ferrocarrli No.16, San Jacinto Amilpas Grabjas y Huertos Brenamiel, 68285, Mexico
Purchase of parchment coffee, milling and export of green coffee
Common
100.00%
Caravela Asia Limited*
106 Da'an District, Taipei City, Taiwan
Import and distribution of coffees
Common
100.00%
Caravela Guatemala S.A.
4a Calle C 3-72, Sector A-5 zona 8 Mixco, San Cristobal I, Guatemala
Purchase of parchment coffee, milling and export of green coffee
Common
100.00%
Caravela Europe B.V.*
Daalsesingel 51, 3511SW Utrecht
Import and distribution of coffees
Common
100.00%
Caravela Coffee Europe Ltd
The Black Church, St. Mary's Place, Dublin 7, Ireland
Import and distribution of coffees
Common
100.00%
I Love Caturra Limited
3rd Floor 12 Gough Square, London, England, EC4A 3DW
Import and distribution of coffees
Common
100.00%

*Caravela Asia Limited and Caravela Europe B.V. are due to be dissolved in 2026. Please see note 29 for further details.

Page 56

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

16.


Stocks

Group

Group
Company

Company
2025
2024
2025
2024
$
$
$
$

Finished goods and goods for resale
17,829,204
13,585,722
2,406,972
1,887,710

17,829,204
13,585,722
2,406,972
1,887,710


Inventory is stated after a provision for impairment of $107,462 (2024: $148,782).

Inventory of $17,829,204 (2024: $13,585,722) was pledged as security for the Group's bank loans and overdrafts.


17.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Due after more than one year

Other debtors
140,367
105,665
60,037
35,339

Deferred taxation
52,118
260,260
-
-

Derivative financial instruments
91,144
67,894
91,144
67,894

283,629
433,819
151,181
103,233


Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Due within one year

Trade debtors
5,122,223
4,501,134
1,893,830
1,099,505

Amounts owed by group undertakings
-
-
18,217,310
15,868,079

Other debtors
2,206,202
2,204,639
40,023
176,254

Prepayments and accrued income
293,172
672,666
54,695
93,664

Deferred taxation
443,911
659,641
-
-

Derivative financial instruments
473,536
689,728
455,288
531,426

8,539,044
8,727,808
20,661,146
17,768,928



Page 57

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

18.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Cash at bank and in hand
5,467,051
6,243,015
3,194,092
4,811,110

5,467,051
6,243,015
3,194,092
4,811,110



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Bank overdrafts
16,777,632
13,744,237
16,413,542
13,744,237

Bank loans
7,811,358
5,230,088
2,600,000
1,782,000

Trade creditors
858,767
792,457
248,833
125,483

Amounts owed to group undertakings
-
-
560,458
381,673

Corporation tax
9,137
385,220
-
-

Other taxation and social security
459,998
371,936
30,247
25,361

Obligations under finance lease and hire purchase contracts
289,178
135,132
-
-

Other creditors
243,998
388,466
35,098
206,748

Accruals and deferred income
524,435
419,141
399,506
258,581

Derivative financial instruments
808,340
122,370
399,038
111,600

27,782,843
21,589,047
20,686,722
16,635,683


Amounts owed by group undertakings are unsecured, repayable on demand and accrue interest at an average rate of 6.5%.


20.


Creditors: Amounts falling due after more than one year

Group
Group
2025
2024
$
$

Bank loans
5,569
12,287

Net obligations under finance leases and hire purchase contracts
860,819
999,993

Other creditors
6,626
21,019

873,014
1,033,299




Page 58

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

21.


Borrowings


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Amounts falling due within one year

Bank loans
7,811,358
5,230,088
2,600,000
1,782,000

Bank overdrafts
16,777,631
13,744,238
16,413,542
13,744,237


24,588,989
18,974,326
19,013,542
15,526,237

Amounts falling due 1-2 years

Bank loans
5,569
12,287
-
-


5,569
12,287
-
-



24,594,558
18,986,613
19,013,542
15,526,237


Bank loans
Included in bank loans payable within one year is a secured working capital facility of $2,000,000 (2024: $1,182,000). This facility was renewed post year-end with a revised termination date of 1 May 2027. See Note 29 for further details. The loan bears interest at 8%.

Also included in bank loans payable and overdrafts within one year is a rolling credit facility split into two tranches, tranche A of $600,000 (2024: $600,000) and tranche B covers the overdraft amount secured against inventory afloat, warehouse in imports and cash and cash receivables. Tranche A bears interest which is fixed fortnightly and tranche B bears interest on a fixed daily basis. Both tranches are repayable on demand.

Page 59

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

22.


Finance lease obligations


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2025
2024
$
$

Within one year
289,178
135,132

Between 1-5 years
860,819
999,993

1,149,997
1,135,125

The Group's and Company's finance leases and hire purchase obligations are secured against the assets to which they relate.

Finance lease payments represent rentals payable by the Group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Page 60

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

23.


Financial instruments

Group

Group
2025
2024
$
$

Financial assets

Financial assets measured at fair value through profit or loss
564,680
757,622


Financial liabilities

Financial liabilities measured at fair value through profit or loss
808,340
122,370

The Group requires parchment coffee for its operations and is exposed to adverse coffee price movements when selling and purchasing coffee, as well as increasing coffee prices with regards to its forecasted coffee purchases. The Group therefore uses future contracts to manage its exposure to coffee prices.

The Group is exposed to market risk as the fair value or cash flows of financial instruments will fluctuate as a result of market forces outside the control of the group, most notably currency risk arising from the effect of changes in foreign exchange rates on intracompany sales to import subsidiaries that do not use USD as their functional currency, as well as contracts entered with customers in currencies different than USD. The group therefore uses forward foreign exchange contracts to manage its exposure to fluctuations in foreign exchange rates.

The contracts are measured at fair value, which is determined using valuation techniques that utilise observable inputs. The key input used in valuing derivatives is the current market price for coffee, the settle level of the C market,  and the current market forward rate for the contract maturity for currency, which are used to value the position of its open hedging positions each month. The Group values the position of its open hedging positions each month at the settle level of the C market and at the closing price of the foreign exchange market. The fair value of the derivative held at 31 December 2025, determined by reference to its market value, was an asset of $546,680 and liability of $808,340 (2024: asset of $757,622 and liability of $122,370) recognised in the statement of financial position.

Hedge accounting of future contracts

The future contracts were considered to meet the conditions for hedge accounting and are therefore designated as a cash flow hedge.

Hedging losses in the year of $178,465 (2024: gains of $399,712) have been recognised within the operating profit. The balance in the hedging reserve at 31 December 2025 was a gain of $68,981 (2024: gain of $117,450). The ineffectiveness effect at 31 December 2025 was a gain of $477,450 (2024: gain of $16,800). The main sources of hedge ineffectiveness are timing differences between entering into the hedge items and into the hedge instruments.

The amount previously recognised in other comprehensive income in relation to coffee hedging that has been reclassified to profit and loss during the year, as the hedged items have affected the profit and loss during the year are $48,470 (2024: $65,074).

Page 61

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

24.


Deferred taxation


Group



2025
2024


$

$






At beginning of year
604,328
1,054,016


Charged to profit or loss
(128,187)
(173,769)


Charged to reserves
19,887
(275,919)



At end of year
496,028
604,328

Company


2025
2024


$

$






At beginning of year
(203,549)
(334,793)


Charged to profit or loss
203,549
131,244



At end of year
-
(203,549)
Group

Group
Company

Company
2025
2024
2025
2024
$
$
$
$

Accelerated capital allowances
(272,689)
(173,740)
(272,689)
(285,256)

Tax losses carried forward
551,763
353,998
272,689
81,707

Unrealised profit on inventories arising on consolidation
216,955
424,070
-
-

496,029
604,328
-
(203,549)

Comprising:

Asset - due after one year
52,118
260,260
-
-

Asset - due within one year
443,911
659,641
-
-

Liability
-
(315,573)
-
(203,549)

496,029
604,328
-
(203,549)


Page 62

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

25.


Share capital

2025
2024
$
$
Allotted, called up and fully paid



4,599,840 (2024 - 4,599,840) Ordinary shares of £0.010000 ($0.0165) each
75,935
75,935



26.


Reserves

Share premium

Consideration received for shares issued above their nominal value net of transaction costs.

Hedging reserve

The effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that are expected to occur.

Non-controlling interests

Non-controlling interests represents the proportion of net assets of subsidiary companies that are not wholly-owned which are attributable to minority shareholdings of those subsidiary undertakings.

Profit & loss reserves

Cumulative profit and loss net of distributions to owners.


27.


Pension commitments

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.

During the year the charge to profit or loss in respect of defined contribution schemes was $191,418 (2024: $183,141).

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. 

Page 63

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

28.


Commitments under operating leases

At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Within 1 year
803,498
686,112
-
82,095

Between 1 and 5 years
1,643,021
1,268,095
-
-

2,446,519
1,954,207
-
82,095


29.


Events after the reporting date

On 11 March of 2026 Caravela Limited renewed one of its financing facilities, used for the purchase of parchment coffee in Peru and Mexico. The facility amount was renewed for $2,500,000, of which $2m is being used at the renewal date. Under the revised agreement, the loan is to be repaid in tranches to reduce the balance to the following outstanding amounts at each given date; $1.25m by 1 March 2027, $625k by 1 April 2027 and $nil by 1 May 2027.

In March 2026, Caravela Europe B.V. was liquidated. 

The wholly owned subsidiary Caravela Asia Limited is in the process of liquidation.


30.


Related party transactions

Remuneration of key management personnel

The remuneration of key management personnel of the Group is $1,877,026 (2024: $2,089,857)

Transactions with related parties - Company

2025
2024
$
$
Purchases
Subsidiary companies that are not wholly owned

26,523,730

22,207,021
 
Amounts due from related parties
Subsidiary companies that are not wholly owned

1,170,673

2,895,543
 

All balances due from the subsidiaries are repayable on demand.

During the year the Company declared and paid dividends of $380,000 (2024: $380,000) to shareholders.

Transactions with related parties - Group

During the year, the group incurred fees totalling $54,448 (2024: $0) for consultancy services provided by a close family member of a Director. At the end of the year, $nil (2024: $nil) was outstanding to the related party.
Page 64

 
CARAVELA LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2025

31.


Controlling party

In the opinion of the Directors, there is no ultimate controlling party.

Page 65