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Registered number: 05712018










CASPIAN MAINPORT LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
CASPIAN MAINPORT LIMITED
 
 
COMPANY INFORMATION


Directors
R Keisner 
A Politou 
F Abdullayeva (resigned 1 July 2025)




Company secretary
A Danousi



Registered number
05712018



Registered office
1 Paternoster Square

London

EC4M 7DX




Independent auditors
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditor

Level 5a

Maple House

149 Tottenham Court Road

London

W1T 7NF





 
CASPIAN MAINPORT LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 9
Statement of Comprehensive Income
10
Statement of Financial Position
11
Statement of Changes in Equity
12 - 13
Statement of Cash Flows
14
Notes to the Financial Statements
15 - 26


 
CASPIAN MAINPORT LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their Strategic Report and financial statements for the year ended 31 December 2025.

Financial key performance indicators
 
Caspian Mainport Ltd uses a range of performance measures to monitor and manage the business effectively. These are both financial and non-financial, and the most significant of which are the key performance indicators (KPl's). The KPl's for the year ended 31 December 2025, with comparatives for the year ended 31 December 2024, are set out below:

Along with the above, The Directors consider financial key performance indicators for the Company to be profitability per operating unit as well as cash flow per operating unit. However at the present time the principal focus is investigating and delivery of new projects for the business.



2025
2024
$
$
Turnover

3,591,451

12,985,441

Gross profit

389,151

1,585,881

Gross profit %

10.8%

12.2%


Principal risks and uncertainties
 
Existing contract business in the Caspian region came to an end in the year but we are seeking new business opportunities in the region. The failure to find new business represents the principal risk and uncertainty. 

Business review
 
Our business in Turkmenistan started with the continuation of the charters of 4 vessels in Turkmenistan to Dragon Oil.   

Ultimately the charters on these four vessels came to an end on April 30th 2025 after 10 years of continuous employment with Dragon Oil .  

The vessels were in excellent condition and supported by a loyal and professional group of seafarers who have been with the company for an extended period of time with a first class safety record which in April 2025 came to 8 years without a LTI (Lost Time Incident). 

In early 2025 CMI Offshore Group received an offer for the purchase of this fleet involving both the assets and the team who have worked with us for over ten years of excellent and safe operations.  We decided to take advantage of this and accordingly have exited from the Turkmenistan marine operations business for now although we retain our office and business registration in Turkmenistan.  

In Kazakhstan the end of the original Argymak contract in 2024 has resulted in the need to reduce our staffing in Kazakhstan and a reduction in profitability in this area of our operations.  However these is an ever-increasing need for shallow-draft marine operations in the North Caspian Sea as evidenced by a Request For Information (RFI) in connection with a project for the construction and chartering of three additional Argymak-style ACBS’s, a project with a capital value expected to be of up to $100m with delivery in 2029 and 2030.  We believe that our historic track-record and delivery in this sector stands us in a good position for the future.

The company’s other major operational area was its support of Surya Nautika Sdn Bhd, CMI Offshore Group’s
Page 1

 
CASPIAN MAINPORT LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Malaysian business.  This business comprised a fleet of modern crewboats as well as a separate division providing subsea inspection/repair/maintenance (IRM) for the offshore oil industry.  As reported last year these results have been disappointing with a failure to deliver profits and during 2025 the Group disposed of the Malaysian business to the local management enabling Surya Nautika to be 100% locally owned. We hope that this will improve the prospects of the business whilst enabling us to work closely together on projects in the future. At the same time an impairment of $4,083,704 relating to loans receivable in connection with the Malaysian business was recognised in the Statement of Comprehensive income.   

Future outlook
 
As the market changes, we remain committed to operations in emerging and niche markets and to expanding our range of operations. The Group is well positioned to take advantage of an improvement in market conditions and continues to work in developing new projects.  

Caspian Mainport Ltd has always been focused on operations in the Caspian Sea where we have nearly 20 years of experience and expertise and where we continue to look for new opportunities in the region and our expansion into air-cushioned vessel ownership and operations provides additional areas for growth. 

Although we have taken a backward step in Malaysia we are now working on expanding the Surya Subsea business with future investment possible in the sector and with expansion into provision of underwater Remote Operated Vehicles (ROV) for the IRM sector.  This is dependent on Surya Subsea obtaining sufficient employment to secure investment in these assets.  

The CMI Offshore Group remains conservatively based with no bank debt, good contract coverage and niche market expertise which we believe will form a decent basis for future development.


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



R Keisner
Director

Date: 23 July 2026

Page 2

 
CASPIAN MAINPORT 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.

Directors' responsibilities statement

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

 In preparing these financial statements, the Directors are required to:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments 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;

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

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

Results and dividends

The loss for the year, after taxation, amounted to $4,515,890 (2024 - loss $398,349).

No dividends were proposed during the year (2024: $Nil).

Directors

The Directors who served during the year were:

R Keisner 
A Politou 
F Abdullayeva (resigned 1 July 2025)

Disclosure of information to auditors

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's auditors are 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's auditors are aware of that information.

Page 3

 
CASPIAN MAINPORT LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditors, Xeinadin Audit Limited, will be deemed for reappointment in accordance with section 485 of the Companies Act 2006.

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





R Keisner
Director

Date: 23 July 2026

Page 4

 
CASPIAN MAINPORT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CASPIAN MAINPORT LIMITED
 

Opinion


We have audited the financial statements of Caspian Mainport Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 forming our opinion, we have considered the adequacy of the disclosures made in the financial statements concerning the Company's ability to continue as a going concern. The Company reported a loss for the year ended 31 December 2025 and, as of that date, the Company's current liabilities exceeded its current assets. We draw your attention to note 2.3.

The financial statements do not include any adjustments that would result from a failure to continue as a 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 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 5

 
CASPIAN MAINPORT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CASPIAN MAINPORT LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.


Opinion 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
CASPIAN MAINPORT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CASPIAN MAINPORT LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Reviewing minutes of those charged with governance;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
∙Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, employment law recognising the nature of the Company's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


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 Auditors' Report.
Page 7

 
CASPIAN MAINPORT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CASPIAN MAINPORT LIMITED (CONTINUED)




Page 8

 
CASPIAN MAINPORT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CASPIAN MAINPORT LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





Ian Palmer FCA (Senior Statutory Auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountants
Statutory Auditor
  
Level 5a
Maple House
149 Tottenham Court Road
London
W1T 7NF

23 July 2026
Page 9

 
CASPIAN MAINPORT LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025


2025
2024
Note
$
$

  

Turnover
 4 
3,591,451
12,985,441

Cost of sales
  
(3,202,300)
(11,399,560)

Gross profit
  
389,151
1,585,881

Administrative expenses
  
(1,167,874)
(1,839,058)

Other operating income
 5 
124,475
-

Other operating charges
 6 
(4,083,704)
-

Exceptional other operating charges
  
330
9,547

Operating loss
  
(4,737,622)
(243,630)

Interest receivable and similar income
 10 
274,625
50,514

Loss before tax
  
(4,462,997)
(193,116)

Tax on loss
 11 
(52,893)
(205,233)

Loss for the financial year
  
(4,515,890)
(398,349)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:$NIL).

The notes on pages 15 to 26 form part of these financial statements.

Page 10

 
CASPIAN MAINPORT LIMITED
REGISTERED NUMBER: 05712018

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
$
$

Fixed assets
  

Tangible assets
 12 
-
525

Investments
 13 
1,324
1,324

  
1,324
1,849

Current assets
  

Debtors: amounts falling due within one year
 14 
2,109,444
7,557,803

Cash at bank and in hand
 15 
10,323,258
852,516

  
12,432,702
8,410,319

Creditors: amounts falling due within one year
 16 
(14,218,169)
(5,680,421)

Net current (liabilities)/assets
  
 
 
(1,785,467)
 
 
2,729,898

Total assets less current liabilities
  
(1,784,143)
2,731,747

  

Net (liabilities)/assets
  
(1,784,143)
2,731,747


Capital and reserves
  

Called up share capital 
 17 
166,826
166,826

Profit and loss account
 18 
(1,950,969)
2,564,921

  
(1,784,143)
2,731,747


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 July 2026.




R Keisner
Director

The notes on pages 15 to 26 form part of these financial statements.

Page 11

 
CASPIAN MAINPORT LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

$
$
$

At 1 January 2025
166,826
2,564,921
2,731,747


Comprehensive income for the year

Loss for the year
-
(4,515,890)
(4,515,890)
Total comprehensive income for the year
-
(4,515,890)
(4,515,890)


Total transactions with owners
-
-
-


At 31 December 2025
166,826
(1,950,969)
(1,784,143)


The notes on pages 15 to 26 form part of these financial statements.

Page 12

 
CASPIAN MAINPORT LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Retained earnings
Total equity

$
$
$

At 1 January 2024
166,826
2,963,270
3,130,096


Comprehensive income for the year

Loss for the year
-
(398,349)
(398,349)
Total comprehensive income for the year
-
(398,349)
(398,349)


Total transactions with owners
-
-
-


At 31 December 2024
166,826
2,564,921
2,731,747


The notes on pages 15 to 26 form part of these financial statements.

Page 13

 
CASPIAN MAINPORT LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
$
$

Cash flows from operating activities

Loss for the financial year
(4,515,890)
(398,349)

Adjustments for:

Depreciation of tangible assets
-
6,300

Interest received
(274,625)
(50,514)

Taxation charge
52,893
205,233

Decrease in debtors
506,280
2,173,760

Decrease in amounts owed by group companies
4,940,048
7,944,062

(Increase)/decrease in amounts owed by joint ventures and associated undertakings
(2,984)
4,424

(Decrease) in creditors
(636,645)
(9,027,655)

Increase/(decrease) in amounts owed to group companies
9,205,063
(635,968)

(Decrease) in amounts owed to intragroup trade creditors
(28,309)
(819)

(Decrease) in amounts owed to associates
(2,361)
(8,643)

Increase/(decrease) in amounts owed to participating interests
-
(74,963)

Corporation tax (paid)
(47,878)
(139,956)

Net cash generated from operating activities

9,195,592
(3,088)


Cash flows from investing activities

Sale of tangible fixed assets
525
-

Interest received
274,625
50,514

Net cash from investing activities

275,150
50,514


Net increase in cash and cash equivalents
9,470,742
47,426

Cash and cash equivalents at beginning of year
852,516
805,090

Cash and cash equivalents at the end of year
10,323,258
852,516


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
10,323,258
852,516

10,323,258
852,516


The notes on pages 15 to 26 form part of these financial statements.

Page 14

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Caspian Mainport Limited is a private company limited by shares incorporated in England and Wales, United Kingdom.

The address of the registered office is given in the Company Information page of these financial statements. 

The principal activity of the Company continued to be that of the chartering and management of offshore vessels supporting the offshore services and maritime industries in the Caspian region. The Company operates through branches in the Republic of Kazakhstan and Turkmenistan.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared on a going concern basis 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 management to exercise judgment in applying the Company's accounting policies (see note 3).

 
2.2

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

 
2.3

Going concern

The Company meets its working capital requirements through support from group companies. Having considered this, the directors are confident that the Company will continue to receive support
from its parent, CMI Offshore Marine Ltd, for a period of at least twelve months from the signing of the financial statements. The directors note that the company has net current liabilities. This is due to amounts owed to group undertakings (see Note 16).

On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis.

 
2.4

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.5

Turnover

Turnover represents the invoiced amounts of goods and services provided during the year, excluding sales tax and trade discounts.

Turnover is also recognised when the significant risks and rewards of ownership have been transferred to the customer and the receipt of consideration is probable.

Page 15

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.6
Investments

Investments held as fixed assets are shown at cost less provision for impairment. Fixed asset investments are stated at cost less provision for diminution in value.

 
2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Motor vehicles
-
20% on written down value

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

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

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the 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 Company's cash management.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.11

Financial instruments

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

Page 16

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.11
Financial instruments (continued)

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
 
Page 17

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.11
Financial instruments (continued)


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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.

 
2.12

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 18

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.13
Deferred taxation

Deferred tax is not provided because there are no significant temporary differences between the tax base of the assets and their carrying amount in the statement of financial position. In the opinion of the Directors a deferred tax provision is not appropriate.

 
2.14

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company'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 historical experience and other factors that are recognised 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 revision and future periods where the revision affects both current and future periods.

Critical judgements

The directors are of the view that there are no further critical judgements (apart from those involving estimates) in applying their accounting policies that have had a significant effect on amounts recognised in the financial statements.

Key sources of estimation uncertainty

The directors are of the view that there are no estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities 


4.


Turnover

The total turnover of the company for the year has been derived from its principal activity wholly undertaken outside the United Kingdom.

Page 19

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Other operating income

2025
2024
$
$

Profit on disposal of tangible assets
124,475
-

124,475
-



6.


Other operating charges

2025
2024
$
$



Other operating charges
4,083,704
-

4,083,704
-

An amount of $4,083,704 has been provided as impairment against loans receivable related to the Group's previously owned Malaysian business. The remaining portion of the loans amounting to $2,020,373 is shown under Other debtors and is partially secured through a ship mortgage, interest free and payable on demand. 


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
$
$

Fees payable to the Company's auditors for the audit of the Company's financial statements
4,900
7,000

Page 20

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Employees

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


2025
2024
$
$

Wages and salaries
924,912
1,499,266


The Company's employees were employed outside the United Kingdom supporting the Group’s operation in the Caspian Sea Region.

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


        2025
        2024
            No.
            No.







Crew and office staff
56
182


9.


Directors' remuneration

2025
2024
$
$

Directors' emoluments
342,346
121,300

342,346
121,300


The highest paid Director received remuneration of $275,746 (2024 - $NIL).


10.


Interest receivable

2025
2024
$
$


Other interest receivable
274,625
50,514

274,625
50,514

Page 21

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Taxation


2025
2024
$
$


Foreign tax


Foreign tax on dividends for the year
52,893
205,233

52,893
205,233

Total current tax
52,893
205,233


Factors affecting tax charge for the year

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

2025
2024
$
$


Loss on ordinary activities before tax
(4,462,997)
(193,116)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(1,115,749)
(48,279)

Effects of:


Expenses not deductible for tax purposes
1,020,926
479

Income not taxable for tax purposes
(84)
-

Group relief surrendered
8,933
-

Other permanent differences
3,090
-

Foreign tax on non UK dividends
52,893
205,233

Movement in deferred tax not recognised
82,884
47,800

Total tax charge for the year
52,893
205,233


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Tangible fixed assets





Motor vehicles

$



Cost


At 1 January 2025
88,038


Disposals
(88,038)



At 31 December 2025
-



Depreciation


At 1 January 2025
87,513


Disposals
(87,513)



At 31 December 2025
-



Net book value



At 31 December 2025
-



At 31 December 2024
525


13.


Fixed asset investments





Investments in subsidiary companies
Investment in joint ventures
Total

$
$
$



Cost


At 1 January 2025
1,000
324
1,324



At 31 December 2025

1,000
324
1,324





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Caspian Mainport Aktau LLP
  Zvezda Aktau Business Centre, Aktau, Mangystau Province, Kazakhstan
Ordinary
100

Page 23

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Debtors

2025
2024
$
$


Trade debtors
28,380
1,929,776

Amounts owed by group undertakings
-
4,940,048

Amounts owed by joint ventures and associated undertakings
2,984
-

Other debtors
2,078,080
687,979

2,109,444
7,557,803



15.


Cash and cash equivalents

2025
2024
$
$

Cash at bank and in hand
10,323,258
852,516



16.


Creditors: Amounts falling due within one year

2025
2024
$
$

Trade creditors
47,684
7,339

Amounts owed to group undertakings
14,048,302
4,843,239

Intragroup trade creditors
-
28,309

Amounts owed to associated companies
51,373
53,734

Other taxation and social security
-
50,640

Accruals and deferred income
70,810
697,160

14,218,169
5,680,421


Page 24

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Share capital

2025
2024
$
$
Allotted, called up and fully paid



100,002 (2024 - 100,002) Ordinary shares of $1.66823 each
166,826
166,826



18.


Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.


19.


Controlling party

The Company is a 100% subsidiary of CMI Offshore Marine Ltd, a Company registered in the United Kingdom. 

CMI Offshore Marine Ltd is ultimately wholly owned by CMI Nouveau Ltd, a Company incorporated in the United Kingdom. 


20.


Currency

These accounts have been presented in US dollars as that is the currency used in all major transactions.

Page 25

 
CASPIAN MAINPORT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Related party transactions

At the Statement of Financial Position date the amounts due from group related companies were as follows:

Caspian Mainport Aktau LLP: $Nil (2024: $371,053)

At the Statement of Financial Position date the amounts due from joint ventures and associates were as follows:

CMV Athos Ltd $2,984 (2024: $Nil)

At the Statement of Financial Position date the amounts due to group related companies were as follows: 
CMI Offshore Marine Ltd: $14,048,302 (2024: $3,571,251)
CMI Nouveau Ltd: $Nil (2024: $1,271,988)

At the Statement of Financial Position date the amounts due to intergroup trade creditors were as follows:

CMI Ships Limited: $Nil (2024: $28,123)
Nimrod Shipping Ltd: $Nil (2024: $186)

At the Statement of Financial Position date the amounts due to associated trade creditors and associates were as follows:

Central Asia Maritime Pte Ltd: $51,373 (2024: $53,734)

 
Page 26