Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
ANNUAL REPORT &
AUDITED FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
TUFTON ASSETS LIMITED
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Highlights 1
Chair’s Statement 2
Investment Manager’s Report 5
Principal Risks and Uncertainties 14
Corporate Summary 17
Corporate Governance Statement 18
Statement of Directors’ Responsibilities 22
Report of Directors 23
Audit Committee Report 36
Independent Auditor’s report 39
Statement of Comprehensive Income 45
Statement of Financial Position 46
Statement of Changes in Equity 47
Statement of Cash Flows 48
Notes to the Financial Statements 49
Alternative Performance Measures (“APMs”) 67
Corporate Information 70
Definitions 71
Notice of AGM 74
Form of Proxy - Annual General Meeting 2025 79
CONTENTS
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
HIGHLIGHTS
CAPITAL
RETURNED
US$31.5m
(2024: US$nil)
SHARE
BUYBACKS
US$4.0m
(2024: US$11.7m)
DIVIDENDS
PAID
US$27.4m
(2024: US$26.1m)
NAV TOTAL RETURN
SINCE INCEPTION
110%
(2024: 131%)
1
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Chair’s Statement
Introduction
On behalf of the Board of Directors (the “Board”),
I am pleased to present Tufton Assets Limited’s
(formerly Tufton Oceanic Assets Limited) (the
“Company” or “SHIP”) Annual Report and Audited
Financial Statements for the year ended 30 June
2025.
At the end of the 2025 financial year (“FY”), the
Company’s portfolio consisted of 20 vessels (2024: 21 vessels), details of which
are set out in the Investment Manager’s Report. During the 2024 calendar year, two
divestments were completed at a premium to their most recent individually
reported NAVs, with the proceeds used to make a capital return of US$31.5m to
shareholders in August 2024.
At the end of August 2025, after the end of the FY, the Company divested another
vessel. The Board is currently evaluating best use of proceeds and will advise
shareholders in due course. This divestment was at a ~1% premium to the vessel’s
NAV as of 30 June 2025.
At 30 June 2025, the Company’s NAV was US$352.0m, representing US$1.32 per
share (2024: US$451.1m and US$1.55 per share). The Company reported a loss of
US$36.1m (2024: profit of US$76.1m) over the FY, with the US$ NAV Total Return
Per Share over the same period being -9.1% (2024: 20.6%).
The NAV Total Return Per Share over the FY was primarily driven by an unrealised
fall in asset values as the market weakened and operating performance.
The Company has raised its target annual dividend five times since inception to
US$0.10 per share as at year end (2024: US$0.10 per share) and is forecast to have
Dividend Cover of 1.4x over the next 18 months (through the end of 2026). At 30
June 2025, the Average Charter Length was ~1 year (2024: 1.3 years).
Share Price and Discount Management
During the FY, the Company’s share price declined slightly from US$1.21 per share
as at 30 June 2024 to US$1.16 per share as at 30 June 2025.
Although the share price fell slightly over the FY, we did see it appreciate ahead of
the payment of the compulsory capital redemption before returning to close to its
prior year levels at the end of the FY. The Company made a compulsory return of
capital and continues to support the share price with periodic buy backs of shares.
The Company's share price discount to NAV narrowed to c.12% (as at 30 June 2025)
from c.27% (as at 30 June 2024). Over the period, the Company traded at an
average discount to NAV of 21%.
The compulsory return of capital was based on proceeds from the divestment of
Pollock and Dachshund at ~3.1% premium to the two vessels’ prevailing NAVs
which further confirmed Tufton’s NAV methodology and demonstrated its ability to
divest portfolio vessels at or above NAV.
Share Buybacks
During the FY, the Company (in accordance with the authority granted to it by its
shareholders) repurchased 3,350,000 (2024: 11,386,000) shares at a cost of
US$4.0m (2024: US$11.6m). Refer to Note 7 for more details. At the end of the year,
there were 20,896,000 (2024: 17,546,000) shares held in treasury. Since 1 July
2025, the Company has not bought back an additional shares and there are
267,406,330 shares outstanding as at 30 September 2025. As at 29 September
2025, the Company’s shares traded at a 14.9% discount to the ex-dividend 30 June
2025 NAV.
2
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Chair’s Statement (continued)
Compulsory Capital Redemption
The Company returned US$31.5m to investors in August 2024 through a
compulsory redemption of 20,326,211 ordinary shares at a price of US$1.55 per
share (being the prevailing NAV at 30 June 2024) using proceeds from the
divestment of Pollock and Dachshund.
Continuation Vote
The Annual General Meeting (“AGM”) of the Company was held on 24 October
2024. Shareholders approved the continuation of the Company with ~97% in favour
out of 197,763,838 voting Shareholders. The Directors will propose a similar
resolution to shareholders at the 2027 AGM and every three years thereafter. The
favourable vote from shareholders provides a clear direction of travel for the
Company under the guidelines of the mid-term strategy review.
Sanctions
The Company and its vessels were compliant with all international sanctions
imposed by the US, UK, EU and UN. During the year the Company has had no issues
with any vessels being affected by sanctions. The Investment Manager monitors
compliance through regular inspection of vessel logs, satellite data and direct
communication with the vessels. The Board and Investment Manager are
monitoring for new sanctions being put in place. Where existing guidelines are
unclear, procedures ensure that the Investment Manager seeks legal advice.
Corporate Governance
The Company is a member of the Association of Investment Companies (“AIC”)
and has therefore elected to comply with the provisions of the current AIC Code of
Corporate Governance issued in 2019 (the “AIC Code”) which sets out a framework
of best practices in respect of governance of investment companies. The AIC Code
has been endorsed by the Financial Reporting Council and the Guernsey Financial
Services Commission (the “GFSC”) as an alternative means for AIC members to
meet their obligations in relation to the UK Corporate Governance Code.
Following the positive outcome of the vote for the continuation of the Company,
the Board are considering the succession plan of the Directors and will update
shareholders during 2026 on this matter, ahead of the 2027 continuation vote.
Where the Company’s stakeholders, including shareholders and their appointed
agents, have matters they wish to raise with the Board in respect to the Company,
I would encourage them to contact us at SHIP@tuftonassets.com.
Environmental, Social, Governance (“ESG”)
The Company’s Investment Manager continues to integrate ESG factors into its
investment recommendations and asset ownership practices. The Company’s
2024 Sustainability report can be viewed on the Company’s website
(www.tuftonassets.com).
Outlook
The sharp fall in Newbuilding (“NB”) orders over 1H25 was primarily the result of
geopolitical uncertainties including the expected introduction (from October
2025) of new US port taxes on Chinese built vessels. The current proposed form of
taxes applies to neither Chinese vessels below bulk capacity of 80k Deadweight
Tonnage (“DWT”), nor vessels carrying US exports, so will not affect any of the
Company’s vessels. The pause in NB orders impacts Chinese yards
disproportionately, where much of the global ship building capacity is currently
located. In the short term, the fall in NB orders is likely to impact NB prices which
were flat over the FY, after rising ~49% since the end of 2020. The Investment
Manager notes many of the supply side factors supporting higher NB prices remain
in place including limited yard capacity, wage inflation and rising cost of materials.
In fact, the geopolitical uncertainty is likely to discourage the nascent expansion
in yard capacity noted in 2H24.
3
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Chair’s Statement (continued)
Outlook (continued)
Recent developments in the Middle East suggest that the disruption to vessel
transit via the Suez Canal is likely to persist, adding to shipping tonne-mile
demand. The Investment Manager notes other potential positive catalysts
including a tightening Crude Tanker market, as Organisation of the Petroleum
Exporting Countries (“OPEC”) cuts are reversed, absorbing swing tonnage from the
Product Tanker market. This is likely to be evident after the summer when OPEC
exports increase combined with demand for inventory restocking. Further, the fall
in oil prices over the FY has the potential to stimulate oil demand growth,
encouraging greater seaborne trade.
The scope of sanctions by the US, UK, EU and UN continues to expand and is
currently applicable to >800 tankers (~15% of the tanker fleet). Sanctioned vessels
are typically older than commercially traded peers. The expanding scope of
sanctions therefore forces commercial trade into a smaller pool of commercially
traded vessels such as the Company’s tankers. Further, many of the sanctioned
vessels (older than peers) are not well maintained. When sanctions are eventually
lifted, accelerated recycling may be more economically attractive than renewed
maintenance to meet regulatory standards for >4% of the global fleet - resulting in
permanent exclusion of these vessels from commercial service.
While capital values fell during the FY, the Investment Manager remains cautiously
optimistic with regards to the Company’s current portfolio. Furthermore, we are
pleased to note that the Company continues to de-risk the portfolio and helped to
maintain strong dividend cover by switching the employment on its chemical
tankers to high-yielding, fixed-rate charters from 4Q24, as well as extending the
charter duration on two MR Product Tankers after the end of the FY. The Company
and the Board continue to prioritise capital allocation in accordance with the
principles of the mid-term strategy review.
The Board would like to thank investors for their continued support.
…………………………………
Rob King
Non-executive Chair
30 September 2025
4
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
INVESTMENT
MANAGER’S REPORT
5
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
451.1
352.0
41.2
(127.7)
50.3
(27.4)
(35.5)
300
400
500
NAV 30 June
2024
Portfolio
Operating
profit
Change in
charter-free
value
Change in
charter
value
Dividends Capital
redemption
& Share
buybacks
NAV 30 June
2025
US$m
Investment Manager’s Report
Highlights of the FY
Over the FY NAV Total Return Per Share was -9.1% (2024: 20.6%), and at year end
the NAV Total Return Per Share since inception was 110.1%. Alternate Performance
Measures (“APM”s), applied on a consolidated basis, are utilised in this section to
analyse performance. Please see the APM definitions on page 67 onwards.
The main return drivers during the year were:
• Portfolio Operating Profit was US$41.2m (2024: US$52.0m): slightly lower
YoY mainly because the contracted lower fixed rate charters on three
product tankers extended through the FY, and due to slightly lower earnings
on the Company’s bulkers in a weaker market.
• Unrealised capital value change of negative US$77.4m comprised of a
charter-free value loss of US$127.7m as values fell partially offset by a
charter value gain of US$50.3m due to softening product tanker time
charter rates and the passage of time.
• Charter-free values rose in July and August (after the end of the FY) marking
a potential inflection point in the market. The Investment Manager expects
medium-term upside potential in both segments. Please see the Shipping
Market section for details.
NAV Development over the FY
The Company paid dividends of US$27.4m during the FY (2024: US$26.1m). Under
the Company’s share price discount management policy described in the IPO
Prospectus, the Company repurchased 3,350,000 shares during the FY and has
therefore purchased a total of 20,896,000 of its own shares from 4Q22 until the end
of the FY. The Company returned US$31.5 million to shareholders during the FY in
the form of a compulsory redemption of 20,326,211 ordinary shares at a price of
US$1.55 per share.
Tufton Group stakeholders (including current and former shareholders,
employees, and non-executive directors) held ~3.3% of the issued share capital in
the Company at the end of June 2025 (2024: ~4.9%).
Portfolio Operating Profit was lower compared to the previous FY for the reasons
mentioned earlier.
The divestment of Dachshund closed on 1 July 2024. Ahead of the divestments, the
loan outstanding on the product tankers (within two separate Holdco facilities) was
refinanced with six vessels within one Holdco at a lower margin of 3.2% (vs. 3.9%
previously). The Consolidated Gearing Ratio at the end of the FY was 14.6% (2024:
12.0%). There was no debt prepayment in connection with the divestment. Interest
rate caps mitigate interest rate risk through to near the end of 2025. The Investment
Manager is reviewing options to mitigate interest rate risk after 2025.
At the end of the FY, the Company’s diversified portfolio had high cash flow visibility
from long-term charters on product tankers (35.5% of NAV) with a Forecast Net
Yield of 11.8% (2024: 10%). In October 2024, the Company fixed its two Chemical
Tankers (Orson and Golding) on time charters for up to three years to a leading
operator of Chemical Tankers, securing a minimum of c.US$25m of EBITDA for the
Company. The time charters will have a fixed rate for two years yielding c.20%
return and a floor/ceiling rate structure for the third year. The Forecast Net Yield on
the Company’s bulkers (38% of NAV) was 9.9% (2024: 11.6%).
Segment exposure and forecast net yields*
Segment Exposure and Forecast
Net Yields**
Product
Tankers
Chemical
Tankers
Gas
Tanker
Bulkers
Total
% of NAV
35.5%
10.5%
6.6%
38.0%
Forecast Net Yields**
11.8%
20.6%
17.8%
9.9%
12.6%
*Segment analysis is unaudited
** Based on the market values at 30 June 2025
6
Unrealised capital value change
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Investment Manager’s Report (continued)
Highlights of the FY (continued)
Performance summary*
Figures below are in US$ millions unless otherwise stated
From 1 Jul
2024 to 30
Jun 2025
From 1 Jul 2023 to
30 Jun 2024
Ship-Days
7,301
8,007
Revenue
101.7
117.7
Operating Expense
(51.7)
(55.0)
A
Gross Operating Profit
50.0
62.7
Gross Operating Profit / Time-Weighted Capital
Employed
11.4%
13.5%
B
Loan interest and fees
(5.3)
(6.6)
C
Gain/(loss) in capital values
(77.3)
24.1
D
Portfolio profit / (loss) [A+B+C]
(32.6)
80.2
E
Interest income
1.1
0.5
F
Fund Level Fees and Expenses
(4.6)
(4.6)
G
Performance fee accrual
-
-
Profit / (Loss) for the year [D+E+F+G]
(36.1)
76.1
Portfolio Operating Profit [A+B+E+F]
41.2
52.0
*Performance summary is unaudited and presented on a look through basis. Please see page 67 onwards for
definitions of the APMs used in the table above.
Product & Chemical Tankers: The product and chemical tanker markets
weakened during the FY due to the combined effects of OPEC production cuts and
lower refinery runs. Weaker crude tanker demand resulted in more swing tonnage
switching from crude to products service. The fall in charter-free value of Product
and Chemical Tankers (US$89.7m) outweighed the increase in charter value
(US$50.0m) as benchmark time charter rates fell in both sub-segments.
Bulkers: The market weakened from August 2024 until the end of Chinese New
Year in February 2025, initially due to the normalisation of transit through the
Panama Canal and then due to slowing imports into Europe and Asia. Iron ore trade
between Brazil and China softened towards the end of 2024. Bulker charter-free
values fell by US$37.7m during the FY. The bulker market started improving after
the end of 1Q25 and values rose in July. The Investment Manager expects
continued improvement in the bulker market and may switch employment
strategies to opportunistically capture strong yields on a risk-adjusted basis. At the
end of the FY, four of the Company’s bulkers are employed on index-linked charters
in anticipation of ongoing market improvement.
Segment performance summary*
Segment
Performance During
the FY
Product
Tankers
Chemical
Tankers
Gas
Tanker
Containership
*
*
Bulkers
Total
US$m unless
otherwise stated
Gross Operating Profit
23.3
9.3
4.0
0.2
13.2
50.0
Loan interest & fees
(5.3)
-
-
-
-
(5.3)
Gain / (loss) in
charter-free values
(85.2)
(4.5)
(0.3)
-
(37.7)
(127.7)
Gain / (loss) in charter
values
47.6
2.4
-
-
0.3
50.3
Portfolio profit /
(loss)
(19.6)
7.2
3.7
0.2
(24.2)
(32.7)
*Segment analysis is unaudited and presented on a look through basis
**The Company divested its last containership in 1Q23. Closing adjustments reflected here.
As at 30 June 2025, the Company’s vessels had an average age of 13.0 years (2024:
12.2 years) and were chartered to eleven different counterparties (2024: nine).
7
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Investment Manager’s Report (continued)
Highlights of the FY (continued)
Since inception, the Company has delivered on its original investment objectives
including:
• Diversified portfolio.
• Provided investors a strong and growing dividend. Target annual dividend
initially increased by c.21% from US$0.070 per share to US$0.085 per
share, and further increased by 17.6% to US$0.10 per share starting 1Q24.
Please see the charts below.
• Total capital raised: US$316.5m gross through primary and secondary
issuances. Since inception, the Company has returned US$176.3m in the
form of dividends and share buybacks and US$31.5m by way of
compulsory redemption.
Capital returned to shareholders since inception: Buybacks, capital
redemption and dividends
Compulsory Redemption
On 14 August 2024, the Company announced the return of approximately
US$31.5m (using proceeds from the divestment of Dachshund and Pollock) by way
of the compulsory redemption of 20,326,211 shares.
1.500
1.750
1.750
1.750
1.750
1.750
1.750
1.750
1.750
1.750
1.875
1.875
1.875
2.000
2.000
2.000
2.000
2.000
2.125
2.125
2.125
2.125
2.125
2.500
2.500
2.500
2.500
2.500
2.500
-
0.5
1.0
1.5
2.0
2.5
1Q18
2Q18
3Q18
4Q18
1Q19
2Q19
3Q19
4Q19
1Q20
2Q20
3Q20
4Q20
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
US$ cents
Target Dividend History
c.43% increase since inception
-
25
50
75
100
125
150
175
200
225
1Q18
2Q18
3Q18
4Q18
1Q19
2Q19
3Q19
4Q19
1Q20
2Q20
3Q20
4Q20
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
US$m
Dividends Share buybacks Capital redemption
8
Total US$207.8m
Share buybacks US$22.7m
Dividends US$153.6m
Capital returned US$31.5m
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Investment Manager’s Report (continued)
The Assets
The Company’s portfolio as at 30 June 2025:
SPV
+
Vessel Type and Year
of Build
Acquisition
Date
Expected end of
charter period**
Anvil
Handysize bulker built
2013
September
2021
April
2026
Auspicious
Handysize bulker built
2015
February
2022
November
2025
Awesome
Handysize bulker built
2015
January
2022
July
2026
Charming
Handysize bulker built
2015
June
2022
September
2025
Cocoa
Handysize product
tanker built 2008
October
2020
January
2026
Courteous
MR product tanker
built 2016
December
2022
December
2025
Daffodil
Handysize product
tanker built 2008
October
2020
March
2026
Exceptional
MR product tanker
built 2015
April
2022
May
2027
Golding
25,600 DWT stainless
steel chemical tanker
built 2008
April
2021
November
2026
Idaho
Ultramax bulker built
2011
July
2021
November
2025
Laurel
Handysize bulker built
2011
July
2021
September
2025
Marvelous
MR product tanker
built 2014
July
2022
November
2025
+SPV that owns vessel.
**Based on our assessment of the prevailing market conditions at 30 June 2025
The market for secondhand ships is liquid with >US$40 billion worth of annual
transactions in 2022, 2023 and 2024. The charter-free and associated charter
values of the Company’s standard vessels are calculated using the online
valuation platform provided by VesselsValue which utilises transaction data and
other market data to estimate charter-free values. The Company’s NAV is, in effect,
proven by recent market transactions. Divestments to date have been in aggregate
c.6% above NAV.
Masterful
Handysize bulker
built 2015
April
2022
October
2025
Mayflower
Handysize bulker
built 2011
June
2021
January
2026
Mindful
MR product tanker
built 2016
December
2022
December
2025
Neon
Mid-sized LPG carrier
built 2009
July
2018
August
2025
Octane
MR product tanker
built 2010
December
2018
July
2026
Orson
20,000 DWT stainless
steel chemical tanker
built 2007
July
2021
November
2026
Rocky IV
Handysize bulker
built 2013
September
2021
November
2025
Sierra
MR product tanker
built 2010
December
2018
September
2025
9
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Investment Manager’s Report (continued)
The Assets (continued)
As at 30 June 2025, the Company owned eleven tankers as follows:
Tankers
Type
Employment
Comments
Octane and
Sierra
MR product
tankers
Time chartered
(“TC”) to a
commodity trading
major and an
investment grade
oil major
respectively
Shortly after the end of the
FY, Octane commenced a
new charter for up to 2
years. The time charter is
expected to yield c.14% p.a.
over the initial firm period.
Cocoa,
Daffodil,
Marvelous,
Mindful and
Courteous
Handysize
product
tanker
(Cocoa), MR
product
tankers
TC to a major
commodity trading
and logistics
company
Marvelous, Mindful and
Courteous have fixed-rate
charters expected to end
later this year followed by
optional periods (Charterer’s
options) at higher rates.
Exceptional
MR product
tanker
TC to a leading
tanker shipping
company
Exceptional’s employment
was extended by up to 3
years from September 2025.
The time charter is expected
to yield c.12% p.a. over the
initial firm period.
Orson and
Golding
Chemical
tankers
TC to a leading
chemical tanker
operator
-
Neon
Gas tanker
Operates on a bareboat charter under which the
Company provides only the vessel to the charterer,
who is responsible for crewing, maintaining,
insuring, and operating it.
As at 30 June 2025, the Company owned nine bulkers, as follows:
Bulkers
Type
Employment
Comments
Mayflower,
Anvil and
Auspicious
Handysize
Bulkers
TC to a leading
owner and
operator of
bulkers
Following the end of its fixed-rate
Charter in February 2025, Mayflower
commenced an index-linked charter
for 9-11 months. After the end of its
index-linked charter to an operator of
bulkers in May 2025, Anvil
commenced another index-linked
charter to a leading owner and
operator of bulkers for 9-11 months
Laurel
Handysize
Bulker
TC to an
operator of
bulkers
Laurel’s time charter was extended by
4-6 months from March 2025 at a
lower rate vs. previously
Idaho
Ultramax
Bulker
TC to a leading
owner and
operator of
bulkers
-
Charming,
Awesome
and
Masterful
Handysize
Bulkers
TC to a leading
merchant and
processor of
agricultural
goods
After the end of its index-linked
charter in May 2025, Charming
commenced a fixed-rate charter for 4-
6 months. Shortly after the end of the
FY, Awesome’s index-linked charter
was extended by 9-11 months from
July 2025. After the end of its index-
linked charter in April 2025,
Masterful’s charter was extended on a
fixed-rate basis by 6-8 months
Rocky IV
Handysize
Bulker
TC to an owner
and operator of
bulkers
After the end of its index-linked
charter in April 2024, Rocky IV
commenced a fixed-rate charter for 5-
7 months
10
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
0
25
50
75
100
125
150
175
Vessel transit via Suez Canal
DWT index Jun-21=100
Investment Manager’s Report (continued)
The Assets (continued)
At 30 June 2025, the Average Charter Length on the Company’s bulkers was 0.3
years (2024: 0.35 years). Four of the Company’s bulkers are employed on index-
linked charters in anticipation of ongoing market improvement. Please see the
Shipping Market section of this Report.
The Company’s fleet across all segments performed well. Marvelous, Mindful,
Courteous, Exceptional, Awesome, Auspicious, Masterful and Charming are in the
top quartile of fuel efficiency in their market segments.
The Shipping Market
The Company aims to provide investors with an attractive level of regular and
growing income and capital returns through investing in secondhand commercial
sea-going vessels, with the portfolio diversified across the main segments of
shipping. The ClarkSea Index, a broad vessel earnings indicator from Clarksons
Research, ended the FY at US$25,315/day, c.11% lower than at the end of June
2024.
The Clarksons Research NB price Index was flat during the FY, having risen c.49%
since the end of 2020. Shipyard slot availability remains limited. Shipyard
orderbook forward cover (i.e. the number of years required to deliver the orderbook
at the output level of the last 12 months) was 3.8 years at the end of the FY (2024:
3.4 years).
During the FY, the industry continued to be strongly influenced by geopolitical
uncertainty. The new US administration, led by President Trump, initiated several
significant changes including new trade tariffs and port taxes intended to
incentivise US shipbuilding. The geopolitical uncertainty contributed to a sharp fall
in NB orders which were lower ~58% YoY in 1H25.
The decline in NB orders, at least in part, contributed to the stabilisation in NB
prices and is likely to discourage the nascent expansion in yard capacity. Global
shipyard capacity has started increasing from recent lows but remains well below
its 2011 peak. Over the last few years, the Investment Manager has identified and
discussed factors contributing to high NB prices. While these factors remain in
place (and because of which NB prices remain ~49% higher than December 2020),
rising geopolitical uncertainty has contributed to the slowdown in the pace of NB
orders which may temporarily weigh on NB prices.
The changed tariffs apply to approximately 4% of global seaborne trade. The
Company’s segments – i.e. product tankers and bulkers are relatively less affected
than car carriers and containerships. Global seaborne trade (tonne-miles) is
expected to grow by c.1% in 2025, a deceleration after ~6% growth in 2024. The
strong growth in 2024 was, in part, the result of disruption of traditional trade routes
which adds to tonne-mile demand. During the FY, transit through the Suez Canal,
faced continued disruption due to Houthi rebel attacks on vessels in the Red Sea.
Despite promising signs of a potential peace agreement earlier in 2025, the
Houthis resumed attacks on vessels towards the end of the FY resulting in ongoing
disruption to transit via Suez Canal.
This section utilises data from the Tufton Real-Time Activity Capture System
(“TRACS”) which analyses satellite data to track the international shipping fleet by
the major segments. TRACS uses the draught of each vessel as a proxy for its
utilisation and thereby enables us to have a close to real-time measure of shipping
demand. Other research data used in this section is from Clarksons Research,
unless specified otherwise.
11
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Investment Manager’s Report (continued)
The Shipping Market (continued)
Tankers
The Product Tanker market has benefited since mid-2022 as the war in Ukraine
partially replaced demand for short-haul product tanker cargoes with demand for
long-haul cargoes. The strong market encouraged NB orders which is expected to
result in relatively high fleet growth in 2025 and 2026. Despite this, there are several
upside catalysts on the horizon for the Product Tanker market including in 2H25:
• Tightening Crude Tanker market: Reversal of OPEC production cuts is likely
to be evident after the summer when OPEC exports increase. This
combined with demand for inventory restocking may absorb swing
capacity from the Product Tanker market
• Stronger than expected oil demand growth as lower oil prices stimulate
demand, especially compared to a weak 2H24
Further out, we note that the scope of sanctions by the US, UK, EU and UN
continues to expand to include more vessels trading Russian oil and oil products.
As of July 2025, more than 800 oil tankers were subject to sanctions including ~8%
of the product tanker fleet. Sanctioned vessels tend to be 20+years old, with higher
maintenance capex requirements. Eventually, when sanctions are lifted,
shipowners may find accelerated recycling attractive instead of the higher
maintenance capex required for the vessels to resume normal commercial service.
Removal of sanctioned vessels could result in ~4% of the global tanker fleet being
excluded from commercial service – strongly positive for medium term supply
fundamentals.
Source: TRACS
The strong chemical tanker market of recent years also resulted in a sharp increase
in NB orders. To de-risk the portfolio the Company agreed, in October 2024, for its
two chemical tankers, Orson and Golding, to commence up to three-year time
charters to a leading operator of chemical tankers securing a minimum of
c.US$25m of EBITDA for the Company. The time charters will have a fixed rate for
two years yielding c.20% return and a floor/ceiling rate structure for the third year.
Bulkers
After a relatively strong 3Q24, the market weakened in 4Q24 with normalisation of
transit through the Panama Canal and slowing imports into Europe and Asia. Iron
ore trade between Brazil and China also softened towards the end of 2024. The
market remained weak through Chinese New Year but started to improve from
April. The supply side for small bulkers (10k-69.9k dwt) looks supportive with
orderbook of c.11% of fleet compared to c12% of the small bulker fleet >20 years
old. Demand side concerns remain as a significant portion of dry bulk shipping
demand stems from Chinese import of major bulk commodities.
12
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Investment Manager’s Report (continued)
The Shipping Market (continued)
Bulkers (continued)
Source: TRACS
Environmental, Social and Governance Report
The Investment Manager emphasises the principles of Responsible Investment in
the management of the Company’s assets through awareness and integration of
ESG factors into our investment process in the belief that these factors have a
positive impact on long-term financial performance. We recognise that our first
duty is to act in the best financial interests of the Company’s shareholders and to
generate attractive financial returns against acceptable levels of risk, in
accordance with the objectives of the Company. We have been a signatory of the
United Nations Principles of Responsible Investment (“UN PRI”) since December
2018 and have a Responsible Investment policy statement which is available on
the Investment Manager’s website at www.tufton.com/responsible-investing. In
the 2024 UN PRI signatory assessment, the Investment Manger achieved scores
higher than our peer group in all three assessment categories. Please see the UN
PRI scoring methodology for details .
The Company’s Board does not have a separate ESG committee but collectively
reviews progress against the policy statement as part of the Company’s annual
Sustainability Report which is publicly available on the Company’s website
(www.tuftonassets.com). ESG highlights of the FY include:
• The Company’s operating emissions intensity, as measured by the Energy
Efficiency Operating Index (“EEOI”) improved by c.9% during 2024 primarily
because of capital re-allocation but also from Energy Saving Devise (“ESD”)
retrofits.
• During the last few years, ESDs retrofits were completed on nine vessels, of
which two were divested.
• Eight other Company vessels are already fuel-efficient relative to their peers –
namely Exceptional, Marvelous, Courteous, Mindful, Awesome, Auspicious,
Masterful and Charming.
We aim to minimise coal carriage on the Company’s vessels. In June 2023, Tufton
committed to limiting revenues from transportation of thermal coal to 5% of the
Company’s total consolidated revenues. Over the FY, revenues from thermal coal
carriage corresponded to 0.3% of SHIP consolidated revenue.
360
390
420
450
480
510
1-Jan
1-Feb
1-Mar
1-Apr
1-May
1-Jun
1-Jul
1-Aug
1-Sep
1-Oct
1-Nov
1-Dec
m tonnes
Bulker demand
2022 2023 2024 2025
13
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Principal Risks and Uncertainties
The Board has carried out a robust assessment to identify the principal and
emerging risks that could affect the Company, including those that would threaten
its business model, future performance, solvency or liquidity. Principal risks are
those which the Directors consider have the greatest chance of materially
impacting the Company’s objectives. The Board has adopted a “controls” based
approach to its risk monitoring which requires each of the relevant service
providers, including the Investment Manager, to establish the necessary controls
to ensure that all identified risks are monitored and controlled in accordance with
agreed procedures where possible.
The Board receives periodic updates on principal risks at their meetings and has
adopted its own control review to ensure that risks are monitored appropriately,
mitigation plans are in place, and that emerging risks are identified and assessed.
The Directors also carry out a regular check on the completeness of risks
identified, including a review of the risk register. The Board believes that the risk
register is comprehensive and addresses all risks that are currently relevant to the
Company. Whilst the Investment Manager monitors and puts in place controls to
mitigate risks, risk and uncertainty cannot be eliminated.
In addition to the established principal risks, in the current period, the Board
considered the heightened level of geopolitical risk globally and the introduction of
US tariffs in the context of whether either of these situations indicated the
existence of an emerging risk for the Company. After thorough consideration, the
Board concluded that given the nature of the vessels currently held by the
Company neither of these situations were likely to materially impact the
Company’s results or operations. Developments in both areas will continue to be
monitored and appropriate action will be taken if necessary.
The Board consider that the above risks and the emerging risks identified in prior
periods are adequately addressed by the overall risk control and monitoring
processes in place.
The following table shows the Board’s view of the principal risks to the business
and efforts to mitigate those risks. The Board considers that no additional
mitigation steps are required at this time.
14
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Principal Risks and Uncertainties (continued)
Underlying cause of risk or
uncertainty
Objective impacted
(in what way)
Control or mitigation implemented
Failure to comply with sanctions.
Capital growth
Loss of assets reputation or
regulatory permissions and
resulting fines
The Investment Manager assesses the bona fides of prospective charterers before contracts are
entered into and also monitors the operations of the vessels owned by the Company’s SPVs to ensure
that all applicable sanctions are complied with. This includes monitoring of all voyages, cargos and
trades undertaken by the charterers. Tufton Investment Management Ltd (the “AIFM”) reports on the
Company's compliance with all applicable sanctions on a quarterly basis. Updates on sanctions are
provided by the AIFM and the Compliance Officer as and when they arise.
Changes in the geopolitical
environment which adversely
impact the Company's ability to
fulfil its investment objectives.
Capital growth
Vessel values
Loss of income
Liquidity
Dividends
The Investment Manager actively monitors global events which have the potential to significantly
impact the Company's purpose and performance and updates the board on both an ad hoc and
quarterly basis through verbal and written reports.
Under or non-performance of
charter obligations due to
technical and/or operational
factors with the vessels.
Liquidity
Loss of income
Dividends
Vessel values
Capital growth
Measures to mitigate operational risk include extensive pre-purchase due diligence of the vessels
by the Investment Manager, engagement with professional third-party technical managers to run
and control the vessels and oversight of the technical managers by the dedicated asset manager.
Comprehensive insurance is also in place to cover potential loss of asset, off hire, environmental
damage and third-party liability. The Investment Manager provides the board with quarterly updates
on all exceptional operation matters at vessel level.
Failure of key service providers,
including the Investment Manager,
Asset Manager and the
Administrator and thereby
of the Company due to financial,
regulatory and/or cybersecurity
related deficiencies.
Capital growth
Loss of income
Loss of assets reputation or
regulatory permissions and
resulting fines
This risk cannot be directly controlled but both the Investment Manager and Administrator engaged by
the Company are regulated entities with a strong reputation in their respective fields. The Management
Engagement Committee regularly review the performance of all the service providers and their internal
controls through making enquiries, and inspection visits. The Management Engagement Committee
report to the board annually their review findings.
15
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Principal Risks and Uncertainties (continued)
Underlying cause of risk or
uncertainty
Objective impacted
(in what way)
Control or mitigation implemented
Demand for international
seaborne transportation may
decline as a result of exogeneous
factors such as trade wars, near
shoring and slowing GDP growth.
Capital growth
Vessel values
Loss of income
This risk cannot be controlled, but is mitigated by:
- diversification to reduce reliance on any particular segment, sector or geography;
- focus on fleet vessel quality and specifications to improve utilisation;
- longer term employment strategy to reduce market exposure; and
- ultimately, lower charter rates could be accepted in order to ensure the employment of the
vessels.
The Investment Manager reports quarterly to the board on the current sector dynamics and how this
may impact the Company. Their quarterly reporting to the board includes segment exposure, charter
length and charter rates, as well as providing updates on proposed improvements to the vessels.
Vessel maintenance or capital
expenditure may be more costly
than expected.
Capital growth
Dividends
Liquidity
Vessel values
The Company monitors maintenance and capital expenditure through experienced technical
managers. Assessments of expected capital expenditure are made prior to investing in a vessel as part
of the Investment Managers investment proposal, and on an ongoing basis as part of the quarterly
reporting to the board. It is important to note that whilst the Company’s fleet has experienced
increases beyond budgeted costs, such increases were not so significant as to amend the initial
investment decision.
Failure of, or unwillingness of, a
counterparty to meet their
contractual obligations.
Liquidity
Dividends
Loss of income
SPV operating accounts are held with one or more unrated banks, because those banks have a strong
track record of facilitating shipping transactions/operations. Exposures to such banks are limited to
US$10m per bank in total for all SPVs and an annual review is undertaken of their ongoing suitability.
Investable funds are invested with banks of an A- (or equivalent) or higher credit rating as determined
by an internationally recognised rating agency. Credit ratings and overall limits are monitored by the
Administrator, who reports exceptions and exposure levels to the board. Charter counterparty credit
worthiness is monitored prior to and throughout the charter. In the event of default, the board believes
there will be no issues finding alternative employment for any of the ships in the portfolio at prevailing
market rates.
16
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Corporate Summary
The Company is a closed-ended investment company, limited by shares,
registered and incorporated in Guernsey under the Companies Law on 6 February
2017, with registration number 63061. The Company is a Registered Closed-ended
Collective Investment Scheme regulated by the GFSC pursuant to the Protection
of Investors (Bailiwick of Guernsey) Law 2020, as amended and the Registered
Closed-ended Investment Scheme Rules 2021.
As at 30 June 2025, the Company had 267,406,330 shares in issue, all of which are
admitted to the Specialist Funds Segment of the Main Market of the London Stock
Exchange under the ticker “SHIP”, ISIN: GG00BSFVPB94, and SEDOL: BSFXP71.
During the FY, the Company bought back 3,350,000 shares.
The Company makes its investments through LS Assets Limited (“LSA”) and other
underlying SPVs, which are ultimately wholly owned by the Company. LSA is
registered and was incorporated in Guernsey in accordance with the Companies
Law on 18 January 2018 with registered number 64562. The underlying SPVs owned
by LSA are incorporated in the Isle of Man, in accordance with the Isle of Man
Companies Act 2006 (the “IOM Companies Act”).
The Company controls the investment policy of each of LSA and the wholly owned
SPVs to ensure that each will act in a manner consistent with the investment policy
of the Company. The Company refers to each vessel by the underlying SPV name
rather than the actual name of the respective vessel for confidentiality purposes.
The Investment Manager is Tufton Investment Management Ltd, a company
incorporated in England and Wales with registered number 01835984, which is
regulated by the FCA and has been authorised to act as a Full Scope Registered UK
AIFM under AIFMD. Tufton Investment Management Ltd has been a specialist
investment manager in the maritime and energy markets since 2000 and has been
focused on financial services to these industries since its inception in 1985.
17
17
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Corporate Governance Statement
The Board of Tufton Assets Limited has considered the Principles and Provisions of
the 2019 AIC Code. The AIC Code addresses the Principles and Provisions set out
in the UK Corporate Governance Code (the “UK Code”), as well as setting out
additional Provisions on issues that are of specific relevance to the Company.
The Board considers that reporting in accordance with the Principles and
Provisions of the AIC Code, which has been endorsed by the Financial Reporting
Council and the Guernsey Financial Services Commission, provides more relevant
information to shareholders. The Company has complied with the Principles and
Provisions of the AIC Code (except as set out below).
The Board confirms that it has reviewed the Company’s systems of risk
management and internal control for the year ended 30 June 2025, and to the date
of the approval of this Annual Report and Audited Financial Statements. The main
features of these systems are segregation of activity between service providers and
critical review and cross checking by both those service providers and the Board.
For further details of the key risks and uncertainties the Directors believe the
Company is exposed to together with the policies and procedures in place to
monitor and mitigate these risks, please refer to pages 14 to 16 of the Annual
Report and Audited Financial Statements.
The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an
explanation of how the AIC Code adapts the Principles and Provisions set out in the
UK Code to make them relevant for investment companies.
Areas of Exception
Considering that the Board comprises solely of independent Directors, it has
decided not to appoint a senior independent director. The Chair of the Audit
Committee fulfils the role of the senior independent director, which includes the
following:
• supporting the Chair in his role;
• acting as an intermediary for other Directors where necessary;
• being available for shareholders and other non-executives to discuss any
questions or concerns; and
• assisting with the performance evaluation and succession planning of the
Chair’s role.
The Board has not deemed it necessary to appoint a separate nomination
committee and therefore the role typically undertaken by such a committee is
currently conducted by the Board as a whole. The rules governing the appointment
and replacement of Directors are set out in the Company’s Articles.
The Directors have overall responsibility for reviewing the size, structure and skills
of the Board and considering whether any changes are required, or new
appointments are necessary to meet the requirements of the Company's business
or to maintain a balanced Board.
Similarly, the Company does not have a separate remuneration committee, as the
Board as a whole fulfils the function of a remuneration committee, which includes
the review on at least an annual basis of the remuneration of the Directors in
accordance with the Company’s remuneration policy and market information.
The Listing Rules regarding diversity do not directly apply to the Company since it
is a member of the Specialist Fund Segment, however, the Board is currently 40%
female. It is important to preserve the current knowledge and experience of the
Board, but further consideration will be given on a voluntary basis to diversity
guidelines during the course of implementing any future succession plans.
18
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Corporate Governance Statement (continued)
The Board has additionally formulated the following policies and procedures to assist them to comply with the AIC Code:
All the non-executive Directors are currently considered by the Board to be independent of the Company, Investment
Manager and the Tufton Group and have been Directors for eight years or less. The Board’s current policy on tenure,
including that of the Chair, is that continuity and experience are considered to add significantly to the strength of the
Board. New Directors receive an induction from the Investment Manager and the Administrator on joining the Board, and
all Directors receive other relevant training as necessary on their on-going responsibilities in relation to the Company.
Independence
Environmental, Social
and Governance
For further details of the Company’s approach to ESG matters, please see the Report of the Directors and the Investment
Manager’s Report, together with the Company’s Sustainability Report, which is published on its website,
(www.tuftonassets.com).
Diversity and Inclusion
Policy
The Company supports the AIC Code provision that the Board should consider the benefits of diversity when making
appointments and is committed to ensuring it receives information from the widest range of perspectives and
backgrounds. The Board is committed to creating a diverse and inclusive environment where all individuals feel
respected, and where their voices are heard. The Board believes that diversity of gender, age, ethnicity and personal
attributes, amongst others, contribute to a balanced and more productive Board.
The Board is committed to being non-discriminatory and firmly believes in equal opportunities for all, with board
appointments being made on merit against a set of objective criteria.
However, while the Board agrees diversity should be sought when making appointments, it does not consider that this
can be best achieved by establishing specific quotas and targets and appointments are therefore based wholly on merit.
Accordingly, when changes to the Board are required, due regard is given to both the need for and importance of diversity
and to a comparative analysis of candidates’ qualifications and experience.
A pre-established, clear, neutrally formulated and unambiguous set of criteria are utilised during the appointment
process to determine the most suitable candidate for the specific position sought. In each case, the Board ensures that
candidates are considered from a wide range of backgrounds.
19
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Corporate Governance Statement
UK Companies Act 2006 - Section 172 Statement
Whilst directly applicable only to UK domiciled companies, the intention of the AIC
Code which is followed by the Company is that the following matters set out in
section 172 of the UK Companies Act, 2006 are reported on by all companies,
irrespective of domicile, provided this does not conflict with local company law.
Therefore, through adopting the AIC Code, the Board acknowledges its duty to
apply and demonstrate compliance with section 172 of the UK Companies Act
2006 and to act in a way that promotes the success of the Company for the benefit
of its shareholders as a whole, having regard to (amongst other things):
• the consequences of any decision in the long term;
• the need to foster business relationships with suppliers, customers and
others;
• the impact of the Company's operations on the community and the
environment;
• the desirability of the Company maintaining a reputation for high
standards of business conduct; and
• the need to act fairly as between members of the Company.
The Board regularly reviews the Company’s principal stakeholders and how the
Company engages with them. Stakeholder voices are considered at Board level
and reflected in board decision making through reporting provided to the Board by
the Brokers and the Investment Manager, together with engagement with
stakeholders themselves either directly or through the above-mentioned parties.
The Company is an externally managed investment company, has no employees,
and as such is operationally quite simple. The Board does not believe that the
Company has any material stakeholders other than those set out in the following
table.
Investors
Service providers
Community and environment
Issues that matter to them
Performance of the
shares.
Growth of the
Company.
Liquidity of the
shares.
Valuation of
vessels.
Reputation of the
Company.
Compliance with laws
and regulations.
Remuneration.
Compliance with laws and
regulations.
Impact of the Company and its
activities on third parties.
20
(continued)
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Corporate Governance Statement
UK Companies Act 2006 - Section 172 Statement (continued)
Investors
Service providers
Community and environment
Engagement process
Annual General Meeting.
Frequent meetings with investors by Brokers and the
Investment Manager and subsequent reports to the Board.
Quarterly factsheets.
Key Information Document.
The main two service providers – Tufton Investment
Management Ltd (Investment Manager) and Apex Fund and
Corporate Services (Guernsey) Limited (“Administrator”) –
engage with the Board in face-to-face meetings quarterly, giving
them direct input to Board discussions.
Where face-to-face contact has not been possible engagement
has continued via video conferencing services such as Microsoft
Teams.
All service providers are asked to complete a questionnaire
annually which includes feedback on their interaction with the
Company, and the Board ordinarily undertakes an annual visit to
the offices of the Investment Manager and its associated
companies in London, Cyprus and the Isle of Man.
The Company and its SPVs themselves have only a very
small footprint in their local communities and only a very
small direct impact on the environment.
However, the Board acknowledges that it is imperative
that everyone contributes to local and global
sustainability.
The activities of the Company in this regard, and in
particular concerning the vessels owned, are reflected
within the Company’s Sustainability Report and the
Responsible Investment Policy of the Investment
Manager. Please see www.tufton.com/responsible-
investing.
Rationale and example outcomes
Clearly investors are the most important stakeholder for the
Company. Most of our engagement with investors is about
“business as usual” matters, but has also included
discussions about the discount of the share price to the NAV.
The major decisions arising from this have been –
• Seeking to ensure long-term value and opportunities to
realise value through sales of vessels.
• Buying back shares in an attempt to reduce or at least
contain the share price discount.
• Carrying out a strategy review, the results of which were
announced on 17 January 2024.
The Board has continued to focus on the reliability of the
valuation of vessels, a key priority for shareholders. As a
result, the Board placed greater emphasis on reviewing the
output from the VesselsValue system used and charter rates
to value most of the Company’s fleet and discount rates used
in valuing the remaining vessels.
The Company relies on service providers (including the
Investment Manager, Asset Manager, Administrator and
technical managers) entirely as it has no systems or employees
of its own.
During the year a decision was made to retain some cash rather
than distribute all available funds to investors through
compulsory redemption. This was to ensure that the Company
had sufficient capital to fulfil any recommendations made by the
Investment Manager such as acquiring new vessels.
The Board always seeks to act fairly and transparently with all
service providers, and this includes such aspects as prompt
payment of invoices.
The Board and the Investment Manager work together to
ensure that ESG factors are carefully considered and
reflected in investment decisions, and that vessel
operators are influenced positively. See page 13 for
details of the Company’s approach in this area.
Board members do travel, partly to meetings in
Guernsey, and partly elsewhere on Company business,
including for the annual due diligence visits to London,
Cyprus and the Isle of Man. The Board considers this
essential in overseeing service providers and
safeguarding stakeholder interests. Otherwise, the Board
seeks to minimise travel using video conference calls
whenever good governance permits.
Engagement processes are kept under regular review. Investors and other interested parties are encouraged to contact the Company via the Company Secretary or
SHIP@tuftonassets.com.on these or any other matters.
(continued)
21
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Statement of Directors’ Responsibilities
The Directors are responsible for preparing an Annual Report and Audited Financial
Statements for each FY which give a true and fair view, in accordance with
applicable law and regulations, of the state of affairs of the Company and of the
profit or loss of the Company for that year.
Companies Law requires the Directors to prepare financial statements for each FY.
Under that law the Directors have elected to prepare the financial statements in
accordance with IFRS Accounting Standards as issued by the International
Accounting Standards Board (“IASB”).
In preparing financial statements the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
• prepare the financial statements on a going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Company’s website is maintained by the Investment Manager in co-operation
with Hudnall Capital. Legislation in Guernsey governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time, the financial position of the
Company and enabling them to ensure that financial statements comply with the
Companies Law. The Directors 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.
Each of the Directors confirms that, to the best of their knowledge:
• they have complied with the above requirements in preparing the financial
statements;
• there is no relevant audit information of which the Company’s Auditor is
unaware;
• all Directors have taken the necessary steps that they ought to have taken
to make themselves aware of any relevant audit information and to
establish that the Auditor is aware of said information;
• the financial statements, prepared in accordance with IFRS Accounting
Standards and applicable laws, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
• the Annual Report and Audited Financial Statements includes a fair and
balanced review of the development and performance of the business and
the financial position of the Company, together with a description of the
principal risks and uncertainties that it faces.
The AIC Code, as adopted by the Company, also requires Directors to ensure that
Annual Reports and Audited Financial Statements are fair, balanced and
understandable. In order to reach a conclusion on this matter the Board has
requested that the Audit Committee advises on whether it considers that this
Annual Report and Audited Financial Statements fulfil these requirements. The
process by which the Audit Committee has reached these conclusions is set out in
the Audit Committee Report on pages 36 to 38.
Furthermore, the Board believes that the Annual Report and Audited Financial
Statements provide the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
Having taken into account all matters considered by the Board and brought to the
attention of the Board for the year ended 30 June 2025, as outlined in the Corporate
Governance Statement and the Audit Committee Report, the Board has concluded
that the Annual Report and Audited Financial Statements for the year ended 30 June
2025, taken as a whole, are fair, balanced and understandable and provide the
information required to assess the Company’s performance, business model and
strategy.
………………………… …………………………
Rob King Trina Le Noury
Director Director
22
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors
The Directors present their Annual Report and Audited Financial Statements of the
Company for the year ended 30 June 2025.
The Company was registered in Guernsey on 6 February 2017 and is a registered
closed-ended investment scheme under the Protection of Investors (Bailiwick of
Guernsey) Law, 2020, as amended. The Company’s shares were listed on the
Specialist Funds Segment of the Main Market of the London Stock Exchange on 20
December 2017 under the ticker SHIP. Post the compulsory redemption on 14
August 2024, an additional GBX ticker (SHPP) was added to the same market
exchange.
Investment Objective and Policy
The Company's investment objective is to provide investors with an attractive level
of regular and growing income and capital returns through investing in second-
hand commercial sea-going vessels. The Board monitors the Investment Manager’s
activities through strategy meetings and discussions as appropriate. The Company
has established a wholly owned subsidiary that acts as a Guernsey holding
company for all its investments, LSA, which is governed by the same Directors as
the Company.
All vessels acquired, vessel-related contracts and costs will be held by SPVs
domiciled in the Isle of Man or other jurisdictions considered appropriate by the
Company’s advisers. The Company conducts its business in a manner that results
in it qualifying as an investment entity (as set out in IFRS 10: Consolidated Financial
Statements) for accounting purposes and as a result applies the investment entity
exemption to consolidation. The Company therefore reports its financial results on
a non-consolidated basis.
Subject to the solvency requirements of the Companies Law, the Company intends
to pay dividends on a quarterly basis. The Directors expect the dividend to grow, in
absolute terms, modestly over the long term. The Company raised its target annual
dividend to US$0.10 per share starting 1Q24 (previously US$0.085 per share).
The Company aims to achieve an IRR of 12% or above (net of expenses and fees) on
the Issue Price over the long term.
Shareholder information
Up to date information regarding the Company, including the quarterly
announcement of NAV, can be found on the Company’s website, which is
www.tuftonassets.com and is maintained by the Investment Manager.
The Company has a 30 June FY end.
Share issues and buybacks
The Company has not issued any shares in the year ended 30 June 2025 nor in the
period to 30 September 2025. On various occasions during the year ended 30 June
2025 the Company purchased a total of 3,350,000 shares at a weighted average
price of US$1.19. The Company bought back a no further ordinary shares, between
the end of the FY and 30 September 2025.
Accordingly, the Company had 267,406,330 shares in issue as at the date of signing
these financial statements. All shares repurchased are held in treasury.
Results and dividends
The Company’s performance during the year is discussed in the Chair’s Statement
on page 2. The results for the year are set out in the Statement of Comprehensive
Income on page 45.
The Directors of the Company who served during the year and to date are set out on
pages 26 to 27.
23
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Directors’ interests
The Directors held the following interests in the share capital of the Company either
directly or beneficially as at 30 June 2025, and as at the date of signing these
financial statements:
30 June
2025
30 June
2024
Director
Shares
Shares
R King
65,000
60,000
S Le Page
46,504
41,268
P Barnes
18,651
5,000
C Rødsaether
37,906
30,000
T Le Noury
10,000
5,000
Directors’ Attendance
Attendance of Directors at each meeting held during the year:
The Directors fees are as disclosed below:
Annual agreed fees for the calendar year:
1 January to
31 December 2025
1 January to
31 December 2024
Director
£
£
R King
47,000
45,000
S Le Page
40,500
42,500
P Barnes
42,000
40,000
C Rødsaether
40,500
38,500
T Le Noury
44,500
38,500
Fees paid for the FY:
30 June 2025
30 June 2024
Director
£
£
R King
46,000
43,500
S Le Page
41,500
40,500
P Barnes
41,000
37,750
C Rødsaether
39,500
37,000
T Le Noury
41,500
25,135
Other Interests
Tufton Group related stakeholders including current and former shareholders,
employees, and non-executive directors directly or beneficially held ~3.3% of the
issued share capital as at 30 June 2025 (2024: ~4.9%). Refer to Note 15 for details
on ordinary shares held and Note 7 for rights and obligations of the Company’s
shares.
Director
Quarterly Board
meetings
Audit Committee
Ad hoc meetings
Held
Attended
Held
Attended
Held
Attended
R King
4
4
3
2
14
14
S Le Page
4
3
3
3
14
13
P Barnes
4
4
3
3
14
14
C Rødsaether
4
4
3
3
14
14
T Le Noury
4
4
3
3
14
14
24
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Share buyback and discount management
Subject to working capital requirements, and at the absolute discretion of the
Board, excess cash may be used to repurchase shares. The Directors may
implement share buybacks at any time before the 90-day guideline set out in the
Prospectus where they feel it is in the best interest of the Company and all
shareholders.
The Board will consider repurchasing the Company’s ordinary shares in the market
if they believe it to be in shareholders’ interests as a whole and as a means of
correcting any imbalance between supply of and demand for the shares.
The Company purchased 3,350,000 of its own shares at a weighted average price
of US$1.19 per share during the FY, for a total consideration of US$4.0m. The
purchased shares are held in treasury. Refer to Note 7 for more details. There were
20,896,000 shares held in treasury and 267,406,330 shares outstanding as at the
end of the FY.
Companies Law allows companies to hold shares acquired by way of market
purchase as treasury shares, rather than having to cancel them. These treasury
shares may be subsequently cancelled or sold for cash. Therefore, it is agreed that
any shares repurchased pursuant to the general authority referred to above may be
held by the Company in treasury, to the extent permitted by Companies Law.
The Company wishes to operate a buyback programme that is effective and also
adds value for shareholders. As such, unless authorised by shareholders, no
shares will be sold from treasury at a price less than the NAV per share at the time
of the sale unless they are first offered pro rata to existing shareholders.
Compulsory Redemption
On 14 August 2024 the Company compulsorily redeemed and cancelled
20,326,211 shares at a price of US$1.55 per share, returning US$31.5m to
shareholders, paid on 28 August 2024.
The Directors shall have the right to allot and issue shares to grant rights to
subscribe for or to convert any security into shares and to make offers or
agreements to allot and issue equity securities (as defined in Article 5.1(a) of the
Articles) for cash and/or to sell ordinary shares held by the Company as treasury
shares as per the pre-emption rights contained in Article 5.2 of the Articles.
25
25
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Board Responsibilities and Corporate Governance
Please note the Corporate Governance Statement on pages 18 to 21 forms part of
this report.
Board Members
The Company’s Board comprises five independent non-executive Directors. The
Board’s role is to manage and monitor the Company in accordance with its
objectives. The Board monitors the Company’s adherence to its investment policy,
its operational and financial performance and its underlying assets, as well as the
performance of the Investment Manager and other key service providers.
In addition, the Board has overall responsibility for the review and approval of the
Company’s NAV calculations and financial statements. It also maintains the
Company’s risk register, which it monitors and updates on a regular basis. The
Directors of the Company who served during the year are:
Robert King, Chair
Rob serves as an independent non-executive
director on a number of company boards, none of
which are listed other than the Company. Before
becoming an independent non-executive director
in 2011, Rob was a director of Cannon Asset
Management Limited and their associated
companies. Prior to this he was a director of
Northern Trust International Fund Administration
Services (Guernsey) Limited (formerly Guernsey
International Fund Managers Limited) where he
had worked from 1990 to 2007. Rob has been
involved in the offshore finance industry since
1986. Rob is British and resident in Guernsey.
Christine Rødsaether
Christine is a partner in law firm Simonsen Vogt Wiig,
with more than 35 years' experience advising clients
in the international shipping and offshore sectors, in
relation to design, construction, operation,
financing, sale and purchase of vessels and offshore
installations, restructuring and reorganisation of
companies and financing of assets, representing
major international financiers.
Previously, she was a partner in Andersen Legal ANS
and a lawyer at Wikborg, Rein & Co. Christine has
extensive board experience, and currently serves on
the boards of OSE listed chemical tanker and tank
terminals owner and operator Odfjell SE and privately
owned Mosvolds Rederi and Lufttransport Adm. AS.
Christine is Norwegian and is resident in Norway.
Stephen Le Page
A chartered accountant and chartered tax adviser.
Stephen was a partner at PricewaterhouseCoopers CI
LLP in the Channel Islands from 1994 until his
retirement in September 2013. He led that firm's audit
and advisory businesses for approximately ten years
and for five of those years was the Senior Partner
(equivalent to Executive Chair) for the Channel Islands
firm.
Stephen serves on a number of boards as a non-
executive director, including two other London listed
funds, Volta Finance Limited and acting as Chair of
the audit committee for Amedeo Air Four Plus
Limited and for one International Stock Exchange
listed company, Channel Islands Property Fund
Limited. Stephen is British and resident in Guernsey.
26
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Board Responsibilities and Corporate Governance (continued)
Board Members (continued)
Paul Barnes
An investment banker experienced in asset
backed, structured and project financing with
wide geographic exposure including Asia,
Central/Eastern Europe, North and Latin America
and Scandinavia. Paul was managing director at
BNP Paribas and co-head of its EMEA Shipping and
Offshore business between 2010 and 2015. He
was also head of risk monitoring for Global
Shipping at BNP Paribas.
Prior to that, Paul had served as head of shipping
(London) at Fortis Bank, head of specialised
industries at Nomura International and as a
corporate finance director of Barclays Bank and as
a director of its Shipping Industry Unit. Paul is
British and resident in the United Kingdom. Paul chairs the Management
Engagement Committee.
Katriona Le Noury (“Trina”) Chair of Audit Committee
Trina is a qualified chartered accountant with more
than 20 years’ experience working in the funds
industry.
Before becoming an independent non-executive
director in 2023, she held senior management
positions at two separate Private Equity firms,
including holding directorships on the respective
firms’ fund General Partner boards. She currently
serves on the board of JPEL Private Equity Limited and
Fair Oaks Income Limited, both London listed
investment companies, as well as the general partner
company to a Guernsey private investment company
and two not-for-profit organisations. Trina is British
and a resident in Guernsey.
27
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Board Responsibilities and Corporate Governance (continued)
Conflicts of Interest
None of the Directors nor any persons connected with them had a material interest
in any of the Company’s transactions, arrangements or agreements at the date of
this report and none of the Directors has or had any interest in any transaction
which is or was unusual in its nature or conditions or significant to the business of
the Company, and which was affected by the Company during the year. At the date
of this report, there are no outstanding loans or guarantees between the Company
and any Director.
Share Dealing Code
The Company has adopted a share dealing code, in conformity with the
requirements of the Listing Rules and the EU Market Abuse Regulation and takes
steps to ensure compliance by the Board and relevant senior staff with the terms
of the policy.
Appointment, re-election and remuneration of Directors
As stated within the Corporate Governance Statement, due to the Board’s size, the
Board has not deemed it necessary to appoint a separate nomination committee
and therefore the role typically undertaken by such committee is currently
conducted by the Board as a whole. The rules governing the appointment and
replacement of Directors are set out in the Company’s Articles. The Articles also
require that at each annual general meeting, all the Directors will submit
themselves for re-election.
The Directors have overall responsibility for reviewing the size, structure and skills
of the Board and considering whether any changes are required, or new
appointments are necessary to meet the requirements of the Company's business
or to maintain a balanced Board.
This is formally considered annually at the time of the Board, Chair and Directors’
annual performance appraisals.
When considering new appointments, the Board ensures that a diverse group of
candidates is considered and that appointments are made against objective
criteria, in accordance with the Company’s Diversity & Inclusion Policy.
The Company does not have a separate remuneration committee as the Board as a
whole fulfils the function of a remuneration committee, which includes the review
on at least an annual basis of the remuneration of the Directors in accordance with
the Company’s remuneration policy and market information. The Company’s policy
is for Directors to be remunerated in the form of fees which are paid quarterly in
arrears. No element of the Directors’ remuneration is performance-related, and no
Director is involved in setting his or her own remuneration.
Fees payable to the Directors should reflect the time spent by the Board on the
Company’s affairs and the responsibilities borne by the Board and should be
sufficient to enable high calibre candidates to be recruited to the Board, ultimately
contributing to a composition of the Board that is balanced and effectively
discharges stewardship of the Company’s affairs.
Annual performance appraisal
The performance of the Board, committees and individual Directors have been
formally and rigorously evaluated by a self-assessment process coordinated by the
Administrator who circulates the findings to the Board. This evaluation is performed
annually.
The last annual review took place in May 2025 with the next annual review taking
place in June 2026. Evaluation of the Chair is led by the Chair of the Audit
Committee, who carries out the functions of a senior independent director.
28
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Board Responsibilities and Corporate Governance (continued)
Audit Committee
The Board delegates certain responsibilities and functions to the Audit Committee.
Trina Le Noury is the Chair of the Company’s Audit Committee which also includes
Paul Barnes, Christine Rødsaether and Stephen Le Page.
In discharging its responsibilities, the Audit Committee will review the annual and
half yearly financial statements, the risks to which the Company is subject, the
system of internal controls, and the terms of appointment and remuneration of the
Independent Auditor. It is also the forum through which the Auditor reports to the
Board. The Audit Committee is expected to meet at least twice a year.
The objectivity of the Independent Auditor will be reviewed by the Audit Committee,
which will also review the terms under which the Independent Auditor is appointed
to perform non-audit services. The Audit Committee will review the scope and
results of the audit, its cost effectiveness, quality of work and the independence
and objectivity of the Auditor, with particular regard to non-audit services and fees.
The members of the Audit Committee consider that they collectively have the
requisite skills and experience to fulfil the responsibilities of the audit committee.
Given both Trina Le Noury and Stephen Le Page’s skills and financial experience,
the Board has satisfied itself that the Audit Committee have recent and relevant
financial experience.
Other Committees
The Company formed a Management Engagement Committee chaired by Paul
Barnes in 2023, which also includes Stephen Le Page, Rob King, Christine
Rødsaether and Trina Le Noury.
The functions of the Management Engagement Committee are to review annually
the compliance by the Investment Manager with the Company's investment policy
as established by the Board and with the Investment Management Agreement
(“IMA”) entered into between the Company and the Investment Manager; and to
review annually the performance and remuneration of any other service providers
to the Company.
During the year, the Committee has reviewed the contractual relationship with and
the performance of all the service providers to the Company, and in particular the
Investment Manager. As part of the review process, the Committee concluded that
service providers are performing in accordance with the Company’s expectations
and contractual arrangements, and that their continued appointment is in the best
interests of shareholders.
Operation of the Board
It is the responsibility of the Board to ensure that there is effective stewardship of
the Company's affairs. A formal schedule of matters reserved for decision of the
Board has been adopted. This includes the following items:
• changes to the structure, size and composition of the Board,
• the appointment of directors to specified offices of the Board, including the
Chair and senior independent director,
• board succession planning, training, development and evaluation,
• overall leadership of the Company and setting values and standards, and
• on-going review of the Company’s Investment strategy, investment
objectives and investment policy.
The Board and Investment Manager work closely together, with the Investment
Manager attending and presenting at quarterly Board meetings. At each of these
meetings the Board assess, discuss and challenge the Investment Manager’s
performance in terms of investment performance, risk and the management and
impact of operational issues within the portfolio. During the current year, the Board
has not identified any issues with the Investment Manager’s performance.
The Board meet at least quarterly to review the overall business of the Company
and to consider the matters specifically reserved for it. The quorum at Directors’
meetings is two Directors present in person or by telephone and they are held in
Guernsey.
29
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Board Responsibilities and Corporate Governance (continued)
Operation of the Board (continued)
Detailed information is provided by the Investment Manager, Asset Manager and
Administrator for these meetings and additionally at regular intervals to enable the
Directors to monitor compliance with the investment objective and the investment
performance of the Company both in an absolute and relative sense. Overall
Company strategy is discussed in detail at quarterly meetings of the Board and at
ad hoc board meetings when required. Directors also have the opportunity to
discuss these and any other matters with the Investment Manager outside of the
Board meetings as appropriate.
The Directors are provided with standard papers in advance of each quarterly
meeting to allow the review of several key areas including the Company’s
investment activity over the quarter relative to its investment policy; the global
shipping industry; the revenue and financial position gearing; performance; share
price discount or premium (both absolute levels and volatility); and relevant
industry and macro-economic issues.
The Board also receive quarterly reports analysing and commenting on the
composition of the Company’s share register and monitoring significant changes
to shareholdings.
Independent Auditor
The Audit Committee is responsible for overseeing the Company’s relationship with
the Independent Auditor, including making recommendations to the Board on the
appointment of the Independent Auditor and their remuneration.
PricewaterhouseCoopers CI LLP (“PwC”) was originally appointed as the
Company’s Independent Auditor on 20 December 2017.
The Auditor, PwC, has indicated its willingness to remain in office. A resolution for
the reappointment of PwC was proposed and approved at the AGM on 24 October
2024. Another resolution for their appointment will be proposed at the AGM on 23
October 2025.
Service Providers
The Investment Manager / Alternative Investment Fund Manager (“AIFM”)
Tufton Investment Management Ltd, a specialist investment manager in maritime
markets since 2000, has been appointed as the Investment Manager. Since its
inception in 1985, the Investment Manager has been focused on financial services
to this industry.
As of 30 June 2025, the Investment Manager managed investments of c.US$0.6
billion. Whilst the Board has responsibility for all the strategic decision making
required by the Company (including acquisitions, disposals, financing, capital
expenditure, charters and other material contracts), matters concerning the
operations of the vessels (within the approved budgets and parameters set by the
Board for the Company and the SPVs) are delegated to the Investment Manager.
As of 30 June 2025, the Tufton Group of which the Investment Manager is part, had
27 employees operating from offices in London, Switzerland, Isle of Man and
Cyprus. The Investment Manager is fully dedicated to the shipping industry with in-
house research and dedicated Asset Manager providing services to each vessel
purchased.
As described in the Prospectus, the Investment Manager has an established track
record in managing segregated mandates for pension funds with similar investment
objectives to those of the Company. The Investment Manager's employees have
significant experience of investing and financing in the shipping industry. Each
member of their Investment Committee has between 20 and 40 years of experience
in the maritime financial markets either from investment banking, commercial
banking or from the vessel owning/operating perspective.
30
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Service Providers (continued)
The Investment Manager / Alternative Investment Fund Manager (“AIFM”)
(continued)
The Investment Manager’s role encompasses the identification of appropriate
transaction opportunities, conducting necessary due diligence, making
recommendations to the Board and completing the proposed transactions on
behalf of the Company.
The Investment Manager (in conjunction with the Asset Manager) will also monitor
the performance of the Company's portfolio. The Investment Manager, which acts
as the Company's AIFM under the AIFMD, is authorised and regulated by the FCA.
Investment Committee
The Investment Manager has established an Investment Committee.
Each investment proposal is reviewed by the Investment Committee which meets
as required. In reviewing each potential investment, the Investment Committee
considers a range of factors including a detailed analysis of the vessel's technical
condition and other analyses from the Asset Manager, a full risk/reward analysis,
downside stress testing, commercial/employment strategy, effects of adding
moderate leverage in accordance with Company policy, market outlook, credit
quality of charterer, market reputation of counterparties, deal modelling, exit
strategy and any macro analysis that might be necessary to fully understand the
investment. The Investment Manager is committed to Responsible Investment and
integrates ESG factors into its investment process. The Investment Manager
reviews the environmental footprint of new vessel acquisitions as well as KPIs of
technical managers on safety and fulfilling regulatory requirements. Should the
Investment Committee be in favour of an acquisition, an appropriate
recommendation will be made to the Board who would ultimately determine
whether an acquisition should be made.
Asset Manager
Tufton Management Limited was established in 2009 to act as the Asset Manager
for vessels owned by funds and investment vehicles managed or advised by Tufton
Group.
The Asset Manager subcontracts technical services from associated company
Tufton Asset Management Limited, based in Cyprus, which employs professionals
who have experience in all aspects of ship management including special surveys,
maintenance, repair and negotiation of commercial agreements for vessel
employment and provides the services detailed in the Prospectus.
The Asset Manager enters into an asset management agreement with each SPV and
receives a fee of US$200 per vessel per day.
Administrator and Secretary
Apex Fund and Corporate Services (Guernsey) Limited (formerly Apex
Administration (Guernsey) Limited) (“Apex”) has been appointed as administrator
and secretary to the Company, pursuant to the Administration Agreement dated 27
February 2017 and to LSA, pursuant to the Administration Agreement dated 20 April
2018. Apex was incorporated with limited liability in Guernsey on 9 January 1998
and is licensed by the Guernsey Financial Services Commission under the
Protection of Investors (POI) Law. Apex is also regulated under The Regulation of
Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of
Guernsey) Law, 2020.
The Administrator forms part of the Apex Group Ltd (“Apex Group”) established in
Bermuda in 2003. Apex Group is a global financial services provider which delivers
an extensive range of services to asset managers, capital markets, private clients
and family offices. The group employs over 13,000 staff in over 100 offices
worldwide and collectively administers in excess of US$3.4 trillion in assets.
The Administrator provides day-to-day administration services to the Company and
is also responsible for the Company’s general administrative and secretarial
functions such as the calculation of the NAV, compliance with the Code and
maintenance of the Company’s accounting and statutory records.
Depositary
Apex Depositary (UK) Limited has been appointed as depositary to the Company,
pursuant to the Depositary Agreement dated 4 November 2022. The role of the
depositary will ensure that investment instructions from the Investment Manager
comply with the Law or Constitutional Documents of the Fund.
31
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Service Providers (continued)
Depositary (continued)
Apex Depositary (UK) Limited is an active company incorporated on 25 October
2013 with the registered office located in London. The Depositary also forms part
of the Apex Group noted above.
Registrar
Computershare Investor Services (Guernsey) Limited was appointed as registrar to
the Company pursuant to the Registrar Agreement dated 27 February 2017. In such
capacity, the Registrar is responsible for the transfer and settlement of shares held
in certificated and uncertificated form. The Register may be inspected at the office
of the Registrar.
Disclosure Obligations
Shareholders are obliged to comply, from Admission, with the shareholding
notification and disclosure requirements set out in Chapter 5 of the Disclosure
Guidance and Transparency Rules. The Administrator will monitor disclosure with
reference to changes in shareholdings.
Annual Report and Audited Financial Statements
The Board is responsible for preparing the Annual Report and Audited Financial
Statements. The Audit Committee advises the Board on the form and content of the
Annual Report and Financial Statements, any issues which may arise and any
specific areas which require judgement.
Anti-bribery and corruption
The Board acknowledges that the Company’s international operations may give rise
to possible claims of bribery and corruption. In consideration of the UK Bribery Act
the Board reviews the perceived risks to the Company arising from bribery and
corruption to identify aspects of the business which may be improved to mitigate
such risks.
The Board has adopted a zero-tolerance policy towards both bribery and corruption
and has reiterated its commitment to carry out business fairly, honestly and openly.
Since April 2019, Tufton is an active member of the Maritime Anti-Corruption
Network (“MACN”), a global network to eliminate corruption in the industry.
In respect of the UK Criminal Finances Act 2017 which introduced a Corporate
Criminal Offence of ‘failing to take reasonable steps to prevent the facilitation of tax
evasion’, the Board confirms that it is committed to zero tolerance towards the
criminal facilitation of tax evasion.
Modern slavery
The Company, through its Investment Manager seeks to ensure that all charter
counterparties have policies and procedures which prevent any possibility of
slavery or similar issues on the vessels comprising the fleet.
The Investment Manager has such policies and procedures in its own right which
govern the ship management contracts used to appoint technical managers.
General Data Protection Regulation (“GDPR”)
The Board, through enquiry of its service providers, has ensured that the
requirements of GDPR and its equivalent legislation in the UK and Guernsey, are
met by them when they process any data on behalf of the Company.
Alternative Investment Fund Managers Directive (“AIFMD”)
The Investment Manager, Tufton Investment Management Ltd, has been authorised
by the FCA as a Full Scope Registered UK AIFM under the AIFMD. The funds
managed by the AIFM, including the Company, are now defined as Alternative
Investment Funds and are subject to the relevant articles of the AIFMD.
The Company notes that while AIFMD no longer binds the UK in its implementation,
a domestic regime has been put in place regulating the management and marketing
of AIFs in the UK, which generally maintains the AIFMD rules as implemented at the
end of the transition period with respect to the UK’s departure from the European
Union on 31 December 2020.
32
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Internal control and financial reporting
The Board is responsible for establishing and maintaining the system of internal
controls required by the Company’s operations. These internal controls are
undertaken by the service providers. Internal control systems are designed to meet
the specific needs of the Company and the risks to which it is exposed, and, by their
very nature, provide reasonable, but not absolute, assurance against material
misstatement or loss.
The key procedures which have been established to provide effective internal
controls include:
• Apex is responsible for the provision of administration, accounting and
company secretarial duties. Apex also provides compliance oversight in
respect of the Company and its activities. As the Company itself has no IT
systems and relies on the IT systems of its service providers, Apex
additionally has a role in cyber security and the protection of the
Company’s data through the operation of Information Security Protection
Controls. Apex staff are also regularly trained in order to minimise the risk
of an accidental data breach;
• Tufton Investment Management Ltd provides portfolio management and
risk management services to the Company. It is also the AIFM for the
purposes of AIFMD;
• Tufton Management Limited, an affiliate of the Investment Manager,
provides Asset Management services to each underlying SPV;
• Tufton Corporate Services, an affiliate of the Investment Manager, provides
administration, accounting and company secretarial services for the SPVs;
• Computershare Investor Services (Guernsey) Limited is responsible for the
provision of Registrar services;
• the Board clearly defines the duties and responsibilities of the Company’s
agents and advisers in the terms of their contracts;
• the Board receives assurances from the Company’s agents and advisers
that any amendments required as a result of regulatory change, are
actioned accurately and promptly; and
• the Board reviews financial information and compliance reports produced
by the Administrator on a regular basis.
The Board and Audit Committee have reviewed the Company’s risk management
and internal control systems and believe that the controls are satisfactory given the
size and nature of the Company.
Responsible Investment, Sustainability and ESG Policy
The Company’s 2024 Sustainability Report can be found on the Company’s website,
(www.tuftonassets.com).
The Sustainability Report sets out the combined approach of the Investment
Manager and the Company to the integration of sustainability risks and responsible
investment principles in its investment decision making and asset ownership
practices. The Investment Manager seeks to align the Company’s strategy with best
practices and market standards in all ESG and Responsible Investment matters.
The Investment Manager believes upholding high standards of ESG and responsible
investment principles and practices are an essential tool for managing the risks
presented by challenges such as climate change, social inequality and human
rights issues, delivering long-term value and positive returns for the Company’s
shareholders as part of the Company’s investment objectives, and ensuring the
continued sustainability of shipping as a whole.
The Sustainability Report includes further details on the Company’s approach to
stakeholder engagement, human rights and anti-bribery practices, together with
how the activities of the Company are aligned with recognised ESG standards such
as the UN’s Sustainable Development Goals. In accordance with the Policy, the
Directors have requested that the Investment Manager consider the broader social,
ethical and environmental issues of the vessels within the Company’s portfolio,
acknowledging that companies failing to manage these issues adequately run a
long-term risk to the sustainability of their businesses and that this reflects
stakeholders’ views.
33
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Responsible Investment, Sustainability and ESG Policy (continued)
More specifically, the Board expect companies to demonstrate ethical conduct,
effective management of their stakeholder relationships, responsible management
and mitigation of social and environmental impacts, as well as due regard for wider
societal issues. The Directors along with the Investment Manager recognise the
value of integrating principles of Responsible Investment into the investment
management process and ownership practices in the belief that this can have an
impact on long-term financial performance. The Sustainability Report has further
information on how the Investment Manager practically implements and considers
the Policy when making investment decisions.
Viability statement
The Board, in assessing the long-term viability of the Company, has paid particular
attention to the Principal Risks and Uncertainties faced by the Company as
disclosed on pages 14 to 16 of these financial statements. The Board has
determined that a three-year viability period is the most appropriate for viability
testing. The Board has considered the cash flow projection for the running costs of
the Company to ensure the Company generates sufficient cash to meet its
operating costs until the end of the viability period and is therefore able to sustain
its business model and structure, including the payment of dividends at the
announced target level.
The Board has also considered the cash flow projections for the Company and its
SPVs in two market stress scenarios including a viability stress scenario wherein
the primary sensitivity of an extended period of market stress results in time charter
rates staying below the historic median levels over the entire three-year forecast
period.
The Directors have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due and that the business
model will remain robust during the viability period.
Going concern
In assessing the going concern basis of accounting the Directors have, together
with discussions and analysis provided by the Investment Manager, had regard to
the guidance issued by the Financial Reporting Council.
They have considered the possible impact of recent market volatility and
geopolitical events on the current and future operations of the Company and its
investments. Cash reserves are held at the LSA and SPV levels and rolled up to the
Company as required to enable expenses to be settled as they fall due.
Shareholders approved the continuation of the Company at the 2024 AGM held on
24 October 2024. The Directors are satisfied that, at the time of approving the
financial statements, no other material uncertainties exist that may cast significant
doubt concerning the Company’s ability to continue for the foreseeable future
concluding that the Company has adequate resources to continue in operational
existence for at least twelve months from the date of approval of the financial
statements. For these reasons, the Directors continue to adopt the going concern
basis in preparing the financial statements.
Further Details of Continuation Vote
As outlined in the Prospectus dated 25 September 2018, the Directors presented
an ordinary resolution for the Company to continue its operations (the
“Continuation Resolution”) at the 2024 AGM held on 24 October 2024.
Shareholders approved the continuation of the Company with 190,871,147 votes in
favour and 6,892,691 votes against. The Directors will propose a similar resolution
to shareholders at the 2027 AGM and every three years thereafter.
34
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Report of Directors (continued)
Shareholders’ significant interests
The following shareholders had notified to the Company a substantial interest of
5% or more of the issued share capital as at 30 June 2025.
% of issued share
capital
East Riding Pension Fund
11.92
South Yorkshire Pensions Authority
9.97
Schroder Investment Management
9.91
West Yorkshire Pensions Fund
8.08
Raymond James Investment Services
6.74
The Directors place a great deal of importance on communication with
shareholders. They request regular updates from the Company’s Brokers and
financial advisers on their communications with shareholders. They can also be
contacted via the email address provided in the Chair’s Statement.
The Annual Report and Audited Financial Statements are also distributed to other
parties who have an interest in the Company’s performance. Additional information
on the Company can be obtained through the website www.tuftonassets.com,
which is maintained by the Investment Manager.
The Notice of the Annual General Meeting is included within the Annual Report and
Audited Financial Statements and is sent out at least 20 working days in advance
of the meeting, in accordance with the AIC Code. All shareholders have the
opportunity to put questions to the Board or the Investment Manager formally at the
Company’s Annual General Meeting.
The Company Secretary and Investment Manager are available to answer general
shareholder queries at any time throughout the year. The Company can be
contacted via the Company Secretary or SHIP@tuftonassets.com.
The Company confirms that there is no information that is required to be disclosed
under Listing Rule 9.8.4.
Approved by the Board on 30 September 2025 and signed on behalf of the Board by:
………………………… …………………………
Rob King Trina Le Noury
Director Director
35
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Audit Committee Report
Chair’s introduction
I am pleased to present to you the Audit Committee report prepared in accordance
with the current AIC Code, which reflects the UK Corporate Governance Code to
the extent that it is applicable to investment companies.
The terms of reference for the committee are available on the Company’s website,
www.tuftonassets.com. During the year ended 30 June 2025 and to the date of this
report, the main areas of activity have been as follows:
• reviewing and assessing the Principal Risks and Uncertainties (as set out on
pages 14 to 16);
• reviewing the accounting policies for the Company to ensure they remain
appropriate for the preparation of the Company’s Annual Report and
Audited Financial Statements;
• reconsidering the areas of judgment or estimation arising from the
application of International Financial Reporting Standards to the
Company’s activities and the documentation of the rationale for the
decisions made and estimation techniques selected, to ensure they remain
appropriate;
• meeting with the Independent Auditor, PwC, to review and discuss their
independence, objectivity and proposed scope of work for their audit of this
Annual Report and Audited Financial Statements;
• meeting with the Company’s principal service providers to review the
controls and procedures operated by them to ensure that the Company’s
risks are properly managed and that its financial reporting is complete,
accurate and reliable; and
• reviewing in detail the content of this Annual Report and Audited Financial
Statements, the work of the service providers in producing it and the results
of the external audit.
Membership and Role of the Committee
The Board has delegated certain responsibilities and functions to the Audit
Committee. Trina Le Noury is the Chair of the Company’s Audit Committee which
also includes Paul Barnes, Christine Rødsaether and Stephen Le Page.
In discharging its responsibilities, the Audit Committee will review the annual and
half yearly financial statements, the risks to which the Company is subject, the
system of internal controls, and the terms of appointment and remuneration of the
Independent Auditor. It is also the forum through which the Auditor reports to the
Board. The Audit Committee is expected to meet at least twice a year.
The Committee discharges its responsibilities through a series of scheduled
meetings, the agendas of which are linked to events in the financial calendar of the
Company. The Committee met two times during the year ended 30 June 2025 and
once more since the year end. The Independent Auditor attended all of these
meetings.
Internal control
The Board reviews the internal controls of the Company’s service providers, who
are required to establish and maintain appropriate systems of internal control, by
reviewing regular reports from the service providers. The Board also ensures
segregation of duties between the service providers.
In addition, the Board seeks to make visits to certain service providers periodically
to assess their organisation and culture and to meet the individuals responsible for
key functions. The Audit Committee, and particularly the Chair of the Committee,
also closely monitors the financial reporting process and the tasks undertaken in
the production of the Annual Report and Audited Financial Statements.
This has involved discussions with the Administrator of the Company, the
administrator of the Isle of Man SPVs and the Investment Manager.
Review of accounting policies and areas for judgment or estimation
These financial statements reflect the application of the accounting policies and
estimation techniques originally set out in the Company’s Prospectus for its IPO in
December 2017. The Audit Committee confirms that they are still considered to be
appropriate.
In particular, the following are the significant issues that the Audit Committee
considered relating to the financial statements:
• the application of IFRS 10 – Consolidated Financial Statements (“IFRS 10”)
to the Company, on page 49;
36
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Audit Committee Report (continued)
Review of accounting policies and areas for judgment or estimation
(continued)
• the detailed approach to arriving at the estimate of fair value for each
vessel, SPV and the Guernsey holding company, LSA; and
• the determination of the Company’s viability and the applicability of the
going concern assumption, on page 34.
These financial statements reflect the outcome of those discussions. In addition,
the Independent Auditor’s proposed scope of work in connection with these areas
and the statements in general was agreed.
Fair value estimation
The majority of the NAV of the Company is derived from the fair value of the vessels
owned by the Company’s indirect SPV subsidiaries, which are themselves held by
the Company’s subsidiary, LSA. The Company has chosen to use values provided
by the Investment Manager, which uses valuation techniques appropriate to each
vessel, as its best estimate of fair value. For the majority of the fleet this comprises
values sourced from VesselsValue. Exact details of the valuation techniques
applied to the vessels and of how the Company’s NAV is derived is given in Note 12
to these financial statements.
The Committee has paid particular regard to evaluating these techniques to ensure
they are in accordance with market methodology, based on accurate information,
reliable and appropriate. The sensitivity of these valuations to various input
assumptions is given in Note 12, to enable readers of these financial statements to
make their own assessment of the carrying values.
The Committee is satisfied that these techniques are reasonable and appropriate
for use in the preparation of these financial statements.
Performance fee
Per the terms of the IMA, the Company accrues performance fees based on the size
of the investment and the continued performance throughout the FY. No
performance fee has been accrued at the year end (2024: US$nil). The Board
reviews and approves the calculation.
External audit
During the year ended 30 June 2025, and up to the date of this report, the
Committee held formal meetings with the Independent Auditor on three occasions,
and in addition the Chair of the Committee has spoken to them informally on
several occasions. These informal conversations have been held to ensure the
Chair is kept up to date with the progress of the audit work, and that the
Independent Auditor’s formal reporting meets the Committee’s needs.
The formal meetings included detailed reviews of the proposed fees and scope of
the work to be performed by PwC in their audit for the year ended 30 June 2025.
They also included detailed reviews of the results of this work, and the audit
findings and observations. I am pleased to report that there are no matters arising
from the Independent Auditor’s work which should be brought to the attention of
shareholders.
The Committee has also reviewed PwC’s report on the Auditors’ independence and
objectivity, including the level of non-audit services provided by them. There were
no non-audit services carried out during the year.
The Committee has therefore concluded that PwC is independent and objective,
carries out its work to a high standard, and provides concise but useful reporting.
Accordingly, the Committee has recommended a resolution for their appointment
to be proposed at the AGM on 23 October 2025.
Annual report
The Committee members have each reviewed this Annual Report and Audited
Financial Statements and earlier drafts of it in detail, comparing its content with
their own knowledge of the Company, reporting requirements and shareholder
expectations. Formal meetings of the Committee have also reviewed the report and
its content and have received reports and explanations from the Company’s service
providers about the content and the financial results.
37
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Audit Committee Report (continued)
Annual report (continued)
The Committee has concluded that the Annual Report and Audited Financial
Statements, taken as a whole, is fair, balanced and understandable, and that the
Board can reasonably and with justification make the Statement of Directors’
Responsibilities on page 22.
…………………………
Trina Le Noury
Chair of the Audit Committee
38
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Independent Auditor’s report to the
members of Tufton Assets Limited
Report on the audit of the financial statements
Our opinion
In our opinion, the financial statements give a true and fair view of the financial position of
Tufton Assets Limited (the “company”) as at 30 June 2025, and of its financial performance
and its cash flows for the year then ended in accordance with IFRS Accounting Standards as
issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and
have been properly prepared in accordance with the requirements of The Companies
(Guernsey) Law, 2008.
What we have audited
The company’s financial statements comprise:
● the statement of financial position as at 30 June 2025;
● the statement of comprehensive income for the year then ended;
● the statement of changes in equity for the year then ended;
● the statement of cash flows for the year then ended; and
● the notes to the financial statements, comprising material accounting policy information
and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence
We are independent of the company in accordance with the ethical requirements that are
relevant to our audit of the financial statements of the company, as required by the Crown
Dependencies’ Audit Rules and Guidance. We have fulfilled our other ethical responsibilities
in accordance with these requirements.
Our audit approach
Overview
Audit scope
● The company is a closed-ended investment company, incorporated and based in
Guernsey, whose ordinary shares are admitted to trading on the London Stock
Exchange’s Specialist Fund Segment.
● The financial statements consist of the standalone parent company financial
information and include the company’s investment into its directly held subsidiary (the
“subsidiary"). The subsidiary in turn holds directly and indirectly Special Purpose
Vehicles (“SPVs”) through which the underlying vessels are held.
● The financial statements are not consolidated but instead present the fair value of the
subsidiary which includes the fair value of the underlying vessels held via the SPVs
and the other residual net assets of the subsidiary and SPVs.
● The principal activities of the company comprise investing in a diversified portfolio of
vessels through its subsidiary based in Guernsey and the SPVs based in the Isle of
Man.
● We conducted our audit of the financial statements based on financial information
provided by the company’s service providers, Apex Fund and Corporate Services
(Guernsey) Limited (the “Administrator”) and Tufton Investment Management Ltd (the
“Investment Manager”) to whom the Board have delegated certain administrative
functions and other activities.
Key audit matters
● Valuation and ownership/existence of financial assets at fair value through profit or
loss.
Materiality
● Overall materiality: US$7.04 million (2024: US$9.02 million) based on 2% of net
assets.
● Performance materiality: US$5.28 million (2024: US$6.77 million).
39
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Independent Auditor’s report to the
members of Tufton Assets Limited (continued)
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where the directors
made subjective judgements; for example, in respect of significant accounting estimates that
involved making assumptions and considering future events that are inherently uncertain. As
in all of our audits, we also addressed the risk of management override of internal controls,
including among other matters, consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditor’s professional judgement, were of most
significance in the audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by
the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These
matters, and any comments we make on the results of our procedures thereon, were
addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Key audit matter
How our audit addressed the Key audit
matter
Valuation and ownership/existence of
financial assets at fair value through
profit or loss (the “investments”)
Please refer to Notes 2(j), 3 and 4 to the
financial statements.
Valuation
The Company’s financial assets at fair value
through profit and loss amounting to
US$345.68 million comprises the
Company’s holding in its unconsolidated
direct subsidiary which further invests into
SPVs (together the “entities”). The SPVs
ultimately invest into a portfolio of shipping
vessels (the “underlying portfolio”) and/or
other residual net assets. The fair value of
the direct subsidiary investment has been
determined based on the fair value of (a) the
underlying portfolio and (b) the other
Valuation
• We assessed the accounting policy for
investments, as set out in Note 2(j) for
compliance with IFRS Accounting
Standards.
• We obtained an understanding and
evaluated the design and
implementation of internal controls
surrounding the valuation process.
For standard vessels:
• We assessed the third-party vessel
valuation service’s reputation,
independence, competence and
expertise through independent
research, enquiry with the Investment
Manager and auditor’s experts.
residual net assets within the entities.
The fair value of the underlying portfolio has
been assessed using methodologies
deemed most appropriate by the Investment
Manager and the Board, taking into account
whether the vessels are standard or
specialised. In certain cases, management
also consults an independent broker to
establish the fair value of standard vessels.
The Board has detailed their considerations
regarding estimation areas for vessel
valuation in Note 3. Note 4 provides a
breakdown of the investments, while Note
12 outlines the key assumptions used in the
valuations. Both the Board and the
Investment Manager apply significant
judgment and estimates in determining the
fair values of the underlying portfolio.
For the residual net assets within the entities
there is also a risk that the valuations may
be materially misstated arising from the
misstatement of other assets and liabilities.
Ownership/Existence
The company's ownership in its subsidiary
and the SPVs includes unlisted equity
securities and shareholder loans so there is
no central independent depository or
custodian. Similarly, there is no central
depository or custodian for each vessel. The
investment in the subsidiary, SPVs, and
vessels are verified through legal ownership
of the equity shares and the underlying
portfolio.
As a result of the above and given the
significance of this balance in the statement
of financial position, the valuation and
ownership/existence of financial assets at
fair value through profit or loss are
• We inspected and observed the
independent valuations being obtained
by the Investment Manager in respect
of ‘charter free’ values from the third-
party vessel valuation service.
• Where material, we assessed and
challenged the charter lease contract
adjustments made by the Investment
Manager by comparing the actual
charter rates, as documented by the
SPVs for each vessel, to the market
charter rates.
• Where material, we assessed and
agreed any capital expenditure
adjustments to appropriate supporting
documentation.
• We agreed key inputs used by the third-
party vessel valuation service to
independent sources or underlying
agreements (which included such
details as the vessel build year, type,
size etc).
• On a sample basis, our auditor’s
experts assessed and evaluated the
discount rate used by the third-party
valuation service in calculating the
charter lease contracts adjustments.
• We conducted back testing procedures
by comparing the proceeds received
from the sale of vessels to the most
recent valuations recorded in the
SPVs'.
For vessels valued via a purchase option:
• We obtained the relevant agreement,
including the purchase option exercise
notice and inspected the key terms
40
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Independent Auditor’s report to the
members of Tufton Assets Limited (continued)
considered key audit matters.
including agreeing the purchase option
price and date.
For vessels valued by an independent
broker:
• We obtained the independent broker
valuations and evaluated the reliability,
independence, and reputation of the
broker.
• We contacted the independent broker
directly to confirm our understanding of
the valuation methodology used for the
respective vessels.
Use of auditor experts:
• We engaged valuation experts within
the PwC network to assess and
evaluate the reasonableness and
reliability of the third-party vessel
valuation service, including the
discount rates applied and valuation of
two standard vessels. The expert also
evaluated the reliability of the
independent broker used.
As it relates to the residual net assets of the
subsidiary and SPVs:
• We recalculated the mathematical
accuracy of the net asset values of the
SPVs. This involved reconciling the net
asset values of the SPVs with the
subsidiary’s financial records and
subsequently with the company’s
financial records.
• We agreed cash and loan balances
back to independently received
confirmations from third party financial
institutions.
• Performed sample based substantive
testing on the residual net assets.
Ownership/Existence
• We obtained an understanding and
evaluated the design and
implementation of internal controls
surrounding the ownership/existence
process.
• We agreed the shareholdings of the
directly held subsidiary as well as the
SPVs to share registers and
agreements.
• Where appropriate, we independently
confirmed the titles of all vessels with
the respective recognised Shipping
Authorities as of 30 June, 2025. For
one vessel, we conducted alternative
audit procedures to verify its existence
since the flag country's register is not
available for public inquiry.
• On a sample basis, we utilised open-
source vessel tracking resources to
corroborate that the vessels were
operational.
We have not identified any matters to report
to those charged with governance.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give
an opinion on the financial statements as a whole, taking into account the structure of the
company, the accounting processes and controls, and the industry in which the company
operates, and we considered the risk of climate change and the potential impact thereof on
our audit approach.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations, helped
us to determine the scope of our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on the financial statements as
a whole.
41
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Independent Auditor’s report to the
members of Tufton Assets Limited (continued)
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Overall materiality
US$7.04 million (2024: US$9.02 million)
How we determined it
2% of net assets
Rationale for the materiality benchmark
We believe that ‘net assets’ is the most
appropriate benchmark because this is the key
metric of interest to the members of the
company. It is also a generally accepted
measure used for investment funds.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance materiality was 75% (2024: 75%)
of overall materiality, amounting to US$5.28 million (2024: US$6.77 million) for the company
financial statements.
In determining the performance materiality, we considered a number of factors – the history
of misstatements, risk assessment and aggregation risk and the effectiveness of controls -
and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified
during our audit above US$0.35 million (2024: US$0.45 million), as well as misstatements
below that amount that, in our view, warranted reporting for qualitative reasons.
Reporting on other information
The other information comprises all the information included in the Annual Report and Audited
Financial Statements (the “Annual Report”) but does not include the financial statements and
our auditor’s report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If, 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 based on these responsibilities.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the directors are
responsible for the preparation of the financial statements that give a true and fair view in
accordance with IFRS Accounting Standards the requirements of Guernsey law 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.
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 will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
Our audit testing might include testing complete populations of certain transactions and
balances, possibly using data auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete populations. We will often
seek to target particular items for testing based on their size or risk characteristics. In other
cases, we will use audit sampling to enable us to draw a conclusion about the population from
which the sample is selected.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
42
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Independent Auditor’s report to the
members of Tufton Assets Limited (continued)
● Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
● Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the company’s
ability to continue as a going concern over a period of at least twelve months from the
date of approval of the financial statements. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the company to cease to continue
as a going concern.
● Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
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.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Use of this report
This independent auditor’s report, including the opinions, has been prepared for and only for
the members as a body in accordance with Section 262 of The Companies (Guernsey) Law,
2008 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in writing.
Report on other legal and regulatory requirements
Company Law exception reporting
Under The Companies (Guernsey) Law, 2008 we are required to report to you if, in our
opinion:
● we have not received all the information and explanations we require for our audit;
● proper accounting records have not been kept; or
● the financial statements are not in agreement with the accounting records.
We have no exceptions to report arising from this responsibility.
Other voluntary reporting
Corporate governance statement
The company has reported voluntary compliance against the 2019 AIC Code of Corporate
Governance (the “Code”) which has been endorsed by the UK Financial Reporting Council as
being consistent with the UK Corporate Governance Code.
Going concern
The directors have requested that we review the statement on page 34 in relation to going
concern as if the company was a UK incorporated closed-ended investment fund with equity
shares listed under the Closed-Ended Investment Fund category. We have nothing to report
having performed our review.
The directors’ assessment of the prospects of the company and of the principal and
emerging risks that would threaten the solvency or liquidity of the company
The directors have requested that we perform a review of the directors’ statements on pages
14 to 16 and 34 that they have carried out a robust assessment of the principal and emerging
risks facing the company and in relation to the longer-term viability of the company, as if the
company was a UK incorporated closed-ended investment fund with equity shares listed under
the Closed-Ended Investment Fund category.
Our review was substantially less in scope than an audit and only consisted of making inquiries
and considering the directors’ process supporting their statements; checking that the
statements are in alignment with the relevant provisions of the Code; and considering whether
the statements are consistent with the knowledge and understanding of the company and its
environment obtained in the course of the audit. We have nothing to report having performed
this review.
43
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Independent Auditor’s report to the
members of Tufton Assets Limited (continued)
Other Code provisions
The directors have prepared a corporate governance statement and requested that we review
it as though the company was a UK incorporated closed-ended investment fund with equity
shares listed under the Closed-Ended Investment Fund category. We have nothing to report
in respect of our agreed responsibility to report when the directors’ statement relating to the
company’s compliance with the Code does not properly disclose a departure from a relevant
provision of the Code specified, under the UK Listing Rules, for review by the auditors.
Ross Alexander Houlihan Burne
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognised Auditor
Guernsey, Channel Islands
30 September 2025
44
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Statement of Comprehensive Income
For the year ended 30 June 2025
2025
2024
Notes
US$
US$
Income
Net changes in fair value of financial
assets at fair value through profit or loss
4
(63,789,604)
50,555,223
Dividend income
8
32,000,000
30,000,000
Total net (loss) / income
(31,789,604)
80,555,223
Expenditure
Administration fees
(164,945)
(168,137)
Audit fees
(217,395)
(217,751)
Corporate Broker fees
(150,000)
(150,000)
Custodian fees
(3,323)
-
Depositary fees
(54,773)
(39,493)
Directors’ fees
17
(272,242)
(231,674)
Foreign exchange (loss) / gain
(55,491)
4,468
Insurance fee
(35,277)
(33,016)
Investment management fees
13
(3,244,505)
(3,484,902)
Listing fees
(21,553)
(27,433)
Legal and Professional fees
(189,377)
(93,122)
Sundry expenses
(34,069)
(53,008)
Total expenses
(4,442,950)
(4,494,068)
Operating (loss) / profit
(36,232,554)
76,061,155
Finance income
129,907
6,567
Total comprehensive (loss) / income
for the year
(36,102,647)
76,067,722
(Loss) / Earnings per ordinary share
(cents)
9
(13.29)
25.89
Diluted (loss) / earnings per ordinary
share (cents)
9
(13.29)
25.89
There were no potentially dilutive instruments in issue at 30 June 2025 or 30 June 2024.
All activities are derived from continuing operations.
There is no other comprehensive income or loss and consequently a Statement of
Other Comprehensive Income has not been prepared.
The accompanying notes on pages 49 to 66 are an integral part of these financial
statements.
45
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Statement of Financial Position
At 30 June 2025
2025
2024
Notes
US$
US$
Non-current assets
Financial assets at fair value through profit
or loss
4
345,681,239
444,977,383
Total non-current assets
345,681,239
444,977,383
Current assets
Trade and other receivables
5
7,187,164
7,229,829
Cash and cash equivalents
175,812
56,007
Total current assets
7,362,976
7,285,836
Total assets
353,044,215
452,263,219
Current liabilities
Trade and other payables
6
1,038,915
1,207,547
Total current liabilities
1,038,915
1,207,547
Net assets
352,005,300
451,055,672
Equity
Ordinary share capital
7
256,118,136
291,640,823
Retained reserves
95,887,164
159,414,849
Total equity attributable to ordinary
Shareholders
352,005,300
451,055,672
Net assets per ordinary share (cents)
11
131.64
154.96
The accompanying notes on pages 49 to 66 are an integral part of these financial
statements.
The financial statements were approved and authorised for issue by the Board on 30
September 2025 and signed on its behalf by:
________________________________ _____________________________
Rob King Trina Le Noury
Non-executive Chair Non-executive Director
46
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Statement of Changes in Equity
For the year ended 30 June 2025
Ordinary
share
capital
Retained
earnings
Total
Notes
US$
US$
US$
Shareholders’ equity
at 30 June 2023
303,326,231
109,446,862
412,773,093
Share buybacks
7
(11,685,408)
-
(11,685,408)
Total comprehensive
income for the year
-
76,067,722
76,067,722
Dividends paid
10
-
(26,099,735)
(26,099,735)
Shareholders’ equity
at 30 June 2024
291,640,823
159,414,849
451,055,672
Share buybacks
7
(3,981,706)
-
(3,981,706)
Compulsory
Redemption
7
(31,540,981)
-
(31,540,981)
Total comprehensive
loss for the year
-
(36,102,647)
(36,102,647)
Dividends paid
10
-
(27,425,038)
(27,425,038)
Shareholders’ equity
at 30 June 2025
256,118,136
95,887,164
352,005,300
The accompanying notes on pages 49 to 66 are an integral part of these financial
statements.
47
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Statement of Cashflow
For the year ended 30 June 2025
Notes
2025
US$
2024
US$
Cash flows from operating activities
Total comprehensive (loss) / income for the
year
(36,102,647)
76,067,722
Adjustments for:
Changes in fair value on investments held at
fair value through profit or loss
4
63,789,604
(50,555,223)
Foreign exchange loss / (gain)
55,491
(4,468)
Operating cash flows before movements
27,742,448
25,508,031
Return of investment capital
4
35,506,540
11,566,555
Movement in trade and other receivables
5
42,665
651,341
Movement in trade and other payables
6
(168,632)
63,024
Net cash generated from operating
activities
63,123,021
37,788,951
Cash flows from financing activities
Amounts paid for share buybacks
7
(3,981,706)
(11,685,408)
Compulsory Redemption
7
(31,540,981)
-
Dividends paid
10
(27,425,038)
(26,099,735)
Net cash used in financing activities
(62,947,725)
(37,785,143)
Net movement in cash and cash
equivalents during the year
175,296
3,808
Cash and cash equivalents at the beginning of
the year
56,007
47,731
Foreign exchange (loss) / gain
(55,491)
4,468
Cash and cash equivalents at the end of the
year
175,812
56,007
The accompanying notes on pages 49 to 66 are an integral part of these financial
statements.
48
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements
For the year ended 30 June 2025
1. General information
The Company was incorporated with limited liability in Guernsey under the
Companies (Guernsey) Law, 2008, as amended, on 6 February 2017 with registered
number 63061, and is regulated by the GFSC as a registered closed-ended
investment company. The registered office and principal place of business of the
Company is 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL.
The Company’s investment objective is to provide investors with an attractive level
of regular and growing income and capital returns through investing in second-
hand commercial sea-going vessels.
The Company had 291,082,541 ordinary shares in issue on 1 July 2024, all of which
were listed on the Specialist Funds Segment of the Main Market of the London
Stock Exchange.
During the current year, the Company compulsorily redeemed 20,326,211 shares
at a price of US$1.55 per share. The Company also bought back 3,350,000 ordinary
shares at a weighted average price of US$1.19 for a consideration of US$3,981,706.
The total number of Company’s shares in issue, excluding Treasury shares, was
267,406,330 at the end of the FY (2024: 291,082,541).
2. Material accounting policies
(a) Basis of preparation
Compliance with IFRS Accounting Standards
The financial statements have been prepared on a going concern basis in
accordance with IFRS Accounting Standards as issued by the International
Accounting Standards Board (“IASB”) and International Financial Reporting
Interpretations Committee (“IFRIC”), Listing rules and applicable Guernsey law.
The financial statements have been prepared on a historical cost basis modified by
the revaluation of financial assets at fair value through profit or loss. The principal
accounting policies adopted, and which have been consistently applied, (unless
otherwise indicated) are set out below.
Basis of non-consolidation
The Directors consider that the Company meets the investment entity criteria set
out in IFRS 10: Consolidated Financial Statements. As a result, the Company
applies the mandatory exemption applicable to investment entities from producing
consolidated financial statements and instead fair values its investments in its
subsidiaries in accordance with IFRS 13: Fair Value measurement.
The criteria which define an investment entity are, as follows:
• an entity that obtains funds from one or more investors for the purpose of
providing those investors with investment management services;
• an entity that commits to its investors that its business purpose is to invest
funds solely for returns from capital appreciation, investment income or
both (including having an exit strategy for investments); and
• an entity that measures and evaluates the performance of substantially all
its investments on a fair value basis.
The Directors consider that the Company’s objective of pooling investors’ funds for
the purpose of generating an income stream and capital appreciation is consistent
with the definition of an investment entity, as is the reporting of the Company’s net
asset value on a fair value basis.
49
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
2. Material accounting policies (continued)
(b) New standards and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and
interpretations have been published that are not mandatory for 30 June 2025
reporting periods and have not been early adopted by the Company.
These standards, amendments or interpretations are not expected to have a
material impact on the Company in the current or future reporting periods and on
foreseeable future transactions with the exception of IFRS 18 as detailed below.
IFRS 18 Presentation and Disclosure in Financial Statements: This Standard
replaces IAS 1 Presentation of Financial Statements. It carries forward many
requirements from IAS 1 unchanged, effective for periods commencing 1 January
2027. The new accounting standard introduces the following key new
requirements:
• Entities are required to classify all income and expenses into five
categories in the statement of profit and loss, namely operating, investing,
financing, discontinued operations and income tax categories.
• Entities are also required to present a newly defined operating profit
subtotal.
• Entities net profit will not change as a result of applying IFRS 18.
• Management-defined performances measures (“MPM’s”) disclosed in a
single note in the financial statements.
• Enhanced guidance is provided on how to group information in the financial
statements.
• All entities are required to use the operating profit subtotal as the starting
point for the statement of cash flows when presenting operating cash flows
under the indirect method.
The Company is still in the process of assessing the impact of the new accounting
standard, particularly with respect to the structure of the Company’s statement of
profit or loss, the statement of cash flows and the additional disclosures required
for MPMs.
(c) Standards, amendments and interpretations effective during the year
There are no standards, amendments to standards or interpretations that are
effective for annual periods beginning on 1 July 2024 that have a material effect on
the financial statements of the Company.
(d) Segmental reporting
The chief operating decision maker is the Board. The Directors are of the opinion
that the Company is engaged in a single segment of business, being the investment
of the Company’s capital in second-hand commercial vessels. The financial
information used to manage the Company presents the business as a single
segment.
(e) Income
Dividend income
Dividend income is accounted for on the date the dividend is declared.
Finance income
Finance income is accounted for on an accruals basis.
(f) Expenses
Expenses are accounted for on an accruals basis. The Company’s investment
management and administration fees and all other expenses are charged through
the Statement of Comprehensive Income.
50
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
2. Material accounting policies (continued)
(g) Performance fees
Any performance fee liability is calculated on an amortised cost basis at each
valuation date, with the respective expense or reversal charged through the
Statement of Comprehensive Income. Refer to Note 14.
(h) Dividends to Shareholders
Dividends are accounted for in the Statement of Changes in Equity in the year in
which they are declared.
(i) Taxation
The Company has been granted exemption from liability to income tax in Guernsey
under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 amended by
the Director of Income Tax in Guernsey. Exemption is applied and granted annually
and subject to the payment of a fee, currently £1,600.
(j) Financial assets and financial liabilities
The Company holds its investments through a subsidiary company which has not
been consolidated in line with IFRS 10: Consolidated Financial Statements.
The Company classifies its investment in LSA as a financial asset at fair value
through profit or loss (“FVTPL”).
The Company measures and evaluates the net assets of LSA on a fair value basis.
The net assets include those of the underlying SPVs which own and value all vessels
on a fair value basis.
The Investment Manager reports fair value information to the Directors who use this
to evaluate the performance of investments.
Recognition of financial assets and liabilities
At both the Company and the SPV level, financial assets and financial liabilities are
recognised in the Statement of Financial Position when the Company becomes a
party to the contractual provisions of the instrument. This is deemed to occur when
the memorandum of agreement is signed for vessel acquisitions only.
Financial assets and financial liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than financial assets and financial
liabilities at fair value through profit or loss) are added to or deducted from the fair
value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs indirectly attributable to the acquisition of financial
assets or financial liabilities at fair value through profit or loss are recognised
immediately in the Statement of Comprehensive Income. Subsequent to initial
recognition, investments at FVTPL are measured at fair value with gains and losses
arising from changes in the fair value being recognised in the Statement of
Comprehensive Income.
Financial assets at fair value through profit or loss
Financial assets are classified at FVTPL when the financial asset is held for trading.
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on
re-measurement recognised in the Statement of Comprehensive Income.
The Company’s investment in LSA has been measured at FVTPL on the basis that it
is managed and its performance is evaluated on a fair value basis, in accordance
with the Company’s documented investment strategy.
The Company has not taken the option to irrevocably designate any investment in
equity at fair value through other comprehensive income. The Company measures
and evaluates the performance of the entire investment into LSA on a fair value
basis by using the net asset value of LSA including, in particular, the underlying
SPVs and the fair value of the SPVs’ investments in their respective vessel assets,
as well as the residual net assets and liabilities of both the SPVs and LSA itself. The
investment in LSA consists of both equity and debt instruments.
51
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
2. Material accounting policies (continued)
(j) Financial assets and financial liabilities (continued)
Financial assets at fair value through profit or loss (continued)
In estimating the fair value of each underlying SPV (as a constituent part of LSA’s
net asset value at fair value), the Board has approved the valuation methodology
for valuing the vessels held by the SPVs. The valuation methodology takes account
of the indirect factors affecting the shipping industry including currency exchange
rates, interest rates, the availability of credit, and climate change considerations.
Vessels sold before the period end for settlement/delivery afterwards, are carried
at the sale price set out in the contract for sale less a provision for estimated costs
of disposal (such as re-delivery costs) and the costs of liquidating the relevant SPV.
The fair value of a standard vessel consists of its charter-free value plus or minus
the value of any charter lease contracts attached to the vessel, plus or minus an
adjustment for the capital expenditure associated with the vessel. There are time
charter contracts in place for standard vessels. Such charters will vary in length but
would typically be in the 1 – 8 year range.
As the shipping markets can be volatile over time, the value of such charters will
therefore either add to or detract from the open market charter-free value of the
vessel.
Under a time charter, the vessel owner provides a fully operational and insured
vessel for use by the charterer. There is a fluid charter market reported daily by
shipbrokers.
The charter-free and associated charter values of most standard vessels are
calculated predominantly using an online valuation platform provided by
VesselsValue or, in limited circumstances, based on a written valuation of a
mainstream broker appointed by the Investment Manager. For charter-free values
only, the VesselsValue system contains a number of algorithms that combine
factors such as vessel type, technical features, age, cargo capacity, freight
earnings, market sentiment and recent vessel sales.
For charter values, the platform provides a Discounted Cashflow (“DCF”) module
where vessel specific charter details are input and measured against a platform or
shipbroker-provided market benchmark to obtain a premium or discount value of
the charter versus the typical prevailing market for that type of vessel. The
adjustment for the capital expenditure associated with the dry docking of the vessel
is time apportioned on a straight-line basis over the period between the vessel’s
last visit to dry dock and the expected date of its next visit, by reference to the actual
cost of the last visit and the budgeted cost of the next. This adjustment is an
addition to value when the valuation date is nearer to the vessel’s last dry docking
than to its next expected visit to dry dock, and vice versa. The net adjusted valuation
is subject to a minimum fair value being the present value of all current contracted
charter cashflows and the current vessel scrap value at the completion of the
charter.
The present value of the cashflows is discounted at the specific WACC assigned to
the vessel type by VesselsValue adjusted for any counterparty credit risk where
appropriate.
Refer to Note 3 which explains in detail the judgements and estimates applied.
SPVs and LSA account for residual net assets and liabilities in line with the
accounting policies of the Company.
Derecognition of financial assets
The Company and the SPVs derecognise a financial asset only when the
contractual rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership. For vessel
purchase and sale transactions undertaken by the SPVs derecognition normally
occurs at the point of delivery of the vessel to the purchaser at the SPV level.
If the Company neither transfers nor retains substantially all the risks and rewards
of ownership and continues to control the transferred asset, the Company
recognises its retained interest in the asset and any associated liability.
52
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
2. Material accounting policies (continued)
(j) Financial assets and financial liabilities (continued)
Derecognition of financial assets (continued)
On derecognition of a financial asset in its entirety, gains and losses on the sale,
which is the difference between the initial cost and sale value, will be taken to the
profit or loss in the Statement of Comprehensive Income in the year in which they
arise.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the
Statement of Financial Position when there is a legally enforceable right to offset
the recognised amounts and there is an intention to settle on a net basis or realise
the asset and settle the liability simultaneously.
Financial liabilities and equity
Debt and equity instruments are classified either as financial liabilities or as equity
in accordance with the substance of the contractual arrangement. Trade and other
payables are financial liabilities with fixed or determinable payments that are not
quoted in an active market. Trade and other payables are recognised initially at fair
value and subsequently measured at amortised cost using the effective interest
rate method. However, given the nature of trade and other payables and the short
time length involved between their origination and settlement, their amortised cost
is considered to be the same as their fair value.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the
Company’s obligations are discharged, cancelled or expire.
Trade and other receivables
Trade and other receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Trade and other
receivables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest rate method, less provision for
impairment. However, given the nature of receivables and the short time length
involved between their origination and settlement, their amortised cost is
considered to be the same as their fair value.
At each reporting date, the Company shall measure the loss allowance on other
receivables at an amount equal to the lifetime expected credit losses if the credit
risk has increased significantly since initial recognition. If, at the reporting date the
credit risk has not increased significantly since initial recognition, the Company
shall measure the loss allowance at an amount equal to 12-month expected credit
losses.
Trade and other payables
Trade and other payables that have fixed or determinable payments that are not
quoted in an active market are classified as payables. Payables are measured at
amortised cost using the effective interest rate method. Interest expense is
recognised by applying the effective interest rate, except for short-term payables
when the recognition of interest would be immaterial.
(k) Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits and other
short-term highly liquid investments with original maturities of 3 months or less and
bank overdrafts. In the current and prior years, the carrying amount of cash and
cash equivalents approximate their fair value.
53
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
2. Material accounting policies (continued)
(l) Foreign currency translation
i) Functional and presentation currency
The financial statements of the Company are presented in US Dollars, which is also
the currency in which the share capital was raised, and investments are purchased
and is therefore considered by the Directors to be the Company’s functional
currency.
ii) Transactions and balances
At each financial position date, monetary assets and liabilities that are
denominated in foreign currencies are translated at the rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost in a
foreign currency are not retranslated. Exchange differences are recognised in the
Statement of Comprehensive Income in the year in which they arise.
Transactions denominated in foreign currencies are translated into US Dollars at
the rate of exchange at the date of the transaction.
(m) Going concern
In assessing the going concern basis of accounting the Directors have, together
with discussions and analysis provided by the Investment Manager, had regard to
the guidance issued by the Financial Reporting Council. They have considered the
possible impact of recent market volatility and geopolitical events on the current
and future operations of the Company and its investments. Cash reserves are held
at the LSA and SPV levels and rolled up to the Company as required to enable
expenses to be settled as they fall due.
Shareholders approved the continuation of the Company at the 2024 AGM held on
24 October 2024. The Directors are satisfied that, at the time of approving the
financial statements, no other material uncertainties exist that may cast significant
doubt concerning the Company’s ability to continue for the foreseeable future
concluding that the Company has adequate resources to continue in operational
existence for at least twelve months from the date of approval of the financial
statements. For these reasons, the Directors continue to adopt the going concern
basis in preparing the financial statements.
(n) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets
of an entity after deducting all its liabilities. Equity instruments issued by the
Company are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company’s own equity instruments are recognised and
deducted directly in equity. No gain or loss is recognised in profit or loss on the
purchase, sale, issue or cancellation of the Company’s own equity instruments.
3. Critical accounting judgements and estimates
The preparation of financial statements requires management to make estimates
and judgements that affect the amounts reported for assets and liabilities as at the
Statement of Financial Position date and the amounts reported for revenue and
expenses during the year. This note provides an overview of the areas that involved
a higher degree of judgement or complexity, and of items which are more likely to
be materially adjusted due to estimates and assumptions turning out to be wrong.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the year in which the
estimates are revised and in any future years affected.
Critical judgements in applying the Company’s accounting policies – IFRS 10
The audit committee considered the application of IFRS 10, and whether the
Company meets the definition of an investment entity.
54
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
3. Critical accounting judgements and estimates (continued)
Critical judgements in applying the Company’s accounting policies – IFRS 10
(continued)
The Company owns the investment portfolio through its investment in LSA. The
investment by LSA comprises the NAVs of the SPVs. The Company holds 100%
voting shares in LSA and has all the characteristics of an investment company.
Cash reserves are held at the LSA and SPV levels and paid up to the Company as
required to enable expenses to be settled as they fall due.
In the judgement of the Directors, the Company meets the investment criteria set
out in IFRS 10 and they therefore consider the Company to be an investment entity
in accordance with IFRS 10. As a result, as required by IFRS 10, the Company is not
consolidating its subsidiary but is instead measuring it at fair value in accordance
with IFRS 13 – Fair value measurements.
The criteria which define an investment entity are disclosed in Note 2(a).
Critical Accounting Estimates
The following are the key assumptions and other key sources of estimation
uncertainty at the reporting date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next FY.
The principal critical accounting estimate in the Company’s financial statements is
the value of its investment in LSA, which is in turn dependent on the values of LSA’s
investments in the SPVs. Principal critical accounting estimates in determining the
values of the SPVs comprise the fair values of their vessels, in turn comprised of the
charter-free and attached charter values and capital expenditure, all of which are
critical accounting estimates.
The unobservable inputs which significantly impact the fair value of the vessels
have been determined to be the charter-free valuation and market charter rates
for standard vessels (used to calculate charter values) and the discount rate
applied for specialised vessels.
The process of calculating the charter-free and charter values of the vessels is
described in Note 2(j).
At 30 June 2025 the charter-free valuations of two vessels (2024: two vessels) were
provided through independent broker valuations rather than VesselsValue. These
broker valuations are themselves estimates derived from the specialist knowledge
of the broker, their proprietary data that considers vessel specifications and
applicable market information.
Further to the information mentioned in Note 2 (j) there are specific capital
adjustments considered as part of the valuation process for standard vessels,
mainly the adjustments for BWTSs and scrubbers installed. BWTSs installed by the
Company’s SPVs are considered to be an enhancement to the charter-free value.
They are initially recognised at cost and straight-line depreciated from the
commissioning date to 8 September 2024, being the date by which the IMO
mandates all vessels should have installed BWTS. Scrubbers are considered an
enhancement to the charter-free value using an estimated valuation from a
shipbroker, and straight-line depreciated over 5 years.
At 30 June 2025, no vessels are treated as a specialist vessel (2024: one vessel).
The vessel held by Neon Limited was previously classified as a specialist vessel but
is now valued at the purchase option price. In 2024, the specialist vessel was
valued on a DCF basis by the Investment Manager using vessel specific information
including the appropriate discount rate, which was reviewed on a regular basis to
ensure it remained relevant to the project and market risk parameters, however the
discount rate remained a material driver to the valuation.
There were no other material areas of estimation for the Company.
55
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
4. Financial assets at fair value through profit or loss
The Company owns the investment portfolio through its investment in LSA, which
comprises the NAV of the underlying SPVs and residual assets and liabilities in LSA.
The NAVs consist of the fair value of vessel assets and the SPVs’ residual net assets
and liabilities. The whole investment portfolio is designated by the Board as a Level
3 item on the fair value hierarchy because of the lack of observable market
information in determining the fair value.
As a result, all the information below relates to the Company’s Level 3 assets only,
with respect to the requirements set out in IFRS 7: Financial Instruments:
Disclosures. The investment held at fair value is recorded under Non-Current
Assets in the Statement of Financial Position as there is no current intention to
dispose of its investment in LSA.
The changes in the financial assets measured at fair value through profit or loss for
which the Company has used Level 3 inputs to determine fair value, after
considering dividends declared (see Note 7 and 8) are as follows:
2025
US$
2024
US$
LSA
Brought forward cost of investment
280,963,309
292,529,864
Total return of investment capital during the year
(35,506,540)
(11,566,555)
Carried forward cost of investment
245,456,769
280,963,309
Brought forward unrealised gains on fair value
164,014,074
113,458,851
Movement in unrealised (losses) / gains on fair value
(63,789,604)
50,555,223
Carried forward unrealised gains on fair value
100,224,470
164,014,074
Total investment at fair value
345,681,239
444,977,383
The SPVs and holding companies Handy Holdco Limited and Product Holdco
Limited (which are also SPVs) are incorporated in the Isle of Man. The subsidiary
company LSA is incorporated in Guernsey. The country of incorporation is also their
principal place of business.
Breakdown of Fair Value:
Name
2025
US$
2024
US$
Direct or
indirect
holding
Principal
activity
Ownership
at 30 June
2025
Ownership
at 30 June
2024
LSA
6
-
-
Direct
Holding
company
100%
100%
Anvil Limited
13,234,419
17,502,570
Indirect
SPV
100%
100%
Auspicious
Limited
16,153,012
20,505,411
Indirect
SPV
100%
100%
Awesome
Limited
15,932,917
20,060,142
Indirect
SPV
100%
100%
Charming
Limited
15,817,408
20,221,500
Indirect
SPV
100%
100%
Cocoa Limited
4
-
-
Indirect
SPV
100%
100%
Courteous
Limited
4
-
-
Indirect
SPV
100%
100%
Dachshund
1,2
Limited
-
-
Indirect
SPV
100%
100%
Daffodil
Limited
4
-
-
Indirect
SPV
100%
100%
Exceptional
Limited
4
-
-
Indirect
SPV
100%
100%
Golding Limited
17,407,181
19,055,526
Indirect
SPV
100%
100%
Handy HoldCo
Limited
1,096,858
36,973,101
Indirect
SPV (Holding
Company)
100%
100%
Idaho Limited
15,234,233
20,235,105
Indirect
SPV
100%
100%
Laurel Limited
10,863,171
14,803,667
Indirect
SPV
100%
100%
Marvelous
Limited
4
-
-
Indirect
SPV
100%
100%
Masterful
Limited
15,334,488
19,630,327
Indirect
SPV
100%
100%
56
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
4. Financial assets at fair value through profit or loss (continued)
Mayflower
Limited
11,265,283
15,101,491
Indirect
SPV
100%
100%
Mindful Limited
4
-
-
Indirect
SPV
100%
100%
Neon Limited
25,839,426
24,405,007
Indirect
SPV
100%
100%
Octane Limited
17,673,031
22,977,354
Indirect
SPV
100%
100%
Orson Limited
14,472,898
15,603,911
Indirect
SPV
100%
100%
Parrot Limited
5
-
29,502
Indirect
SPV
100%
100%
Patience
Limited
5
-
617,575
Indirect
SPV
100%
100%
Pollock
Limited
1,2
-
-
Indirect
SPV
100%
100%
Product HoldCo
Limited
43,026,853
56,855,114
Indirect
SPV (Holding
Company)
100%
100%
Riposte
Limited
5
-
1,127,015
Indirect
SPV
100%
100%
Rocky IV
Limited
13,356,354
17,392,312
Indirect
SPV
100%
100%
Sierra Limited
18,395,864
23,195,939
Indirect
SPV
100%
100%
Impressive
Limited
7
14,879
-
Indirect
SPV
100%
-
Cash and cash
equivalents
3
16,631,913
30,136,235
Residual net
assets
3
63,931,051
48,548,579
Total
investment at
fair value
*
345,681,239
444,977,383
*Vessels are valued at fair value in each of the SPVs shown in the table above and combined with the residual
net assets of each SPV to determine the fair value of the total investment attributable to LSA.
1
Vessel sold.
2
These SPVs report zero fair value in the table above because they are owned by the intermediate holding
company Handy Holdco Limited and are included in Handy Holdco Limited’s fair value.
3
The cash and residual net assets are held in LSA.
4
These SPVs report zero fair value in the table above because they are owned by the intermediate holding
company Product Holdco Limited and are included in Product Holdco Limited’s fair value.
5
Company has been dissolved.
6
Fair value of LSA equals the sum of the assets of residual net assets, and cash as detailed below.
7
This SPV solely holds cash rather than a vessel.
The movement in the fair value of the investment is recorded in the Statement of
Comprehensive Income.
5. Trade and other receivables
2025
US$
2024
US$
Prepayments
42,953
35,051
Other receivables
37,500
4,799
Due from LSA (dividend receivable)
7,106,711
7,189,979
Total trade and other receivables
7,187,164
7,229,829
Amounts due from LSA are interest free and payable on demand. The amount of
US$7,189,979 (2023: US$7,841,485) due from LSA for the year ended 30 June 2024
was settled in the current year. Due to the value and short-term nature of these
receivables, the Directors have assessed there to be no expected credit losses
associated with these outstanding balances.
6. Trade and other payables
2025
2024
US$
US$
Investment management fees
721,696
907,483
Audit fees
238,388
218,758
Administration fees
39,960
42,435
Corporate Brokers fees
37,500
37,500
Directors’ fees
1,371
1,371
Total trade and other payables
1,038,915
1,207,547
The carrying amounts of trade and other payables are considered to be the same
as their fair values, due to their short-term nature.
57
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
7. Ordinary share capital
Share issuance
Number of
shares
Gross amount
(US$)
Direct Issue
costs (US$)
Share capital
(US$)
As at 30 June 2023
302,468,541
309,335,404
(6,009,173)
303,326,231
Share buybacks
(11,386,000)
(11,573,679)
(111,729)
(11,685,408)
As at 30 June 2024
291,082,541
297,761,725
(6,120,902)
291,640,823
Compulsory
Redemption
(20,326,211)
(31,505,627)
(35,354)
(31,540,981)
Share buybacks
(3,350,000)
(3,981,706)
-
(3,981,706)
As at 30 June 2025
267,406,330
262,274,392
(6,156,256)
256,118,136
The ordinary shares issued are of no-par value and are authorised, issued and fully
paid. Ordinary shares carry the right to receive all income of the Company
attributable to ordinary shares, and to participate in any distribution or other return
of capital attributable to ordinary shares. Ordinary shareholders have the right to
receive notice of and attend any general meetings of the Company and to vote at
such meeting with one vote for each ordinary share held.
The rights conferred upon the holders of the shares are not varied by the creation
or issue of further shares or classes of shares or by the purchase or redemption by
the Company of its own shares, or the holding of such shares in treasury.
On 14 August 2024 the Company compulsorily redeemed and cancelled
20,326,211 shares at a price of US$1.55 per share, returning US$31.5m to
shareholders, paid on 28 August 2024. The compulsory redemption was enabled
by a resolution passed by the Company’s shareholders at its Extraordinary General
Meeting on 11 June 2024.
At the end of the FY, there were 20,896,000 shares (2024: 17,546,000 shares) held
in treasury. These treasury shares may be subsequently cancelled or sold for
cash.
No shares will be sold from treasury at a price less than the NAV per share at the
time of the sale unless they are first offered pro rata to existing shareholders.
8. Dividend income
2025
2024
US$
US$
Dividend income
32,000,000
30,000,000
During the current year, LSA declared dividends of US$32,000,000 (2024:
US$30,000,000) to the Company. At 30 June 2025, dividends of US$7,106,711
(2024: US$7,189,979) were outstanding (refer to Note 5).
9. (Loss) / Earnings per share
2025
US$
2024
US$
Total comprehensive (loss) / income for
the year
(36,102,647)
76,067,722
Weighted average number of ordinary
shares
271,714,356
293,851,833
(Loss) / Earnings per ordinary share
(cents)
(13.29)
25.89
Diluted (Loss) / Earnings per ordinary
share (cents)
(13.29)
25.89
There were no potentially dilutive instruments in issue at 30 June 2025 or 30 June
2024.
58
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
10. Dividends
The Company paid the following dividends during the year:
Quarter end
Dividend
per share
Ex div date
Net Dividend
paid
Record
date
Paid date
30 June
2024
US$0.025
25 July
2024
US$7,277,064
26 July
2024
9 August
2024
30 September
2024
US$0.025
24 October
2024
US$6,768,908
25 October
2024
08 November
2024
31 December
2024
US$0.025
30 January
2025
US$6,731,408
31 January
2025
14 February
2025
31 March
2025
US$0.025
01 May
2025
US$6,647,658
2 May
2025
16 May
2025
In addition, the Company declared the following dividend in relation to the profit
for the year ended 30 June 2025:
Quarter end
Dividend
per share
Ex div date
Net Dividend
paid
Record
date
Paid date
30 June
2025
US$0.025
24 July
2025
US$6,685,158
25 July
2025
8 August
2025
Under the Companies (Guernsey) Law, 2008, the Company can distribute
dividends from capital and revenue reserves, subject to a prescribed net asset and
solvency test. The net asset and solvency test consider whether a company is able
to pay its debts when they fall due, and whether the value of a company’s assets is
greater than its liabilities. The Board confirms that the Company passed the net
asset and solvency test for each dividend paid.
11. Net assets per ordinary share
2025
US$
2024
US$
Shareholders’ equity
352,005,300
451,055,672
Number of ordinary shares
267,406,330
291,082,541
Net assets per ordinary share (cents)
131.64
154.96
12. Financial risk management
Capital management
The Board manages its capital to ensure that it will be able to continue as a going
concern while maximising the return to shareholders. In accordance with the
Company’s investment policy, the Company’s principal use of cash has been to
fund investments as well as ongoing operational expenses. The Board, with the
assistance of the Investment Manager, monitors and reviews the broad structure of
the Company’s capital on an ongoing basis. The capital structure of the Company
consists entirely of equity (comprising issued capital and retained earnings).
These risks include market risk (including price risk, currency risk and interest rate
risk), credit risk and liquidity risk.
Market risk
The value of the investments held by the Company is indirectly affected by the
factors impacting the shipping industry generally, being, inter alia, interest rates,
the availability of credit, and currency exchange rates. Other risks such as climate
change considerations, economic or political uncertainty, changes in laws and
regulations governing shipping or trade are considered by the Investment Manager
and the Board.
59
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
12. Financial risk management (continued)
Market risk (continued)
Please see Principal Risks and Uncertainties. These factors may affect the price or
liquidity of vessels held by the Company’s SPVs and thus the value of the SPVs
themselves.
As the Company’s ordinary shares are traded on the LSE, the ordinary shares may
trade at a discount or premium to their NAV per share. However, the Directors and
the Investment Manager monitor the discount on a regular basis and can use share
buybacks to manage the discount.
The Company is not subject to any externally imposed capital requirements.
Financial risk management objectives
The Board, with the assistance of the Investment Manager, monitors and manages
the financial risks relating to the operations of the Company through internal risk
reports which analyse exposures by degree and magnitude of risk.
Interest rate risk
The majority of the Company’s financial assets and liabilities are non-interest
bearing. However, the Company is exposed to a small amount of interest rate risk
due to fluctuations in the prevailing levels of market interest rates because any
excess cash or cash equivalents are invested at short-term market interest rates.
The Company’s interest-bearing financial assets and liabilities expose it to risks
associated with the effects of fluctuations in the prevailing levels of market interest
rates on its financial position and cash flows.
The following table summarises the Company’s exposure to interest rate risks. It
includes the Company’s assets and trading liabilities at fair value and the
outstanding loans with variable interest rates. It does not consolidate the
US$54.4m (2024: US$62.0m) loan (with a variable interest rate at SOFR plus a
margin of 3.2% owed by Product Holdco Limited (with SOFR interest rate caps at
0.5% and 4.65% on amounts of US$6.0m and US$42.50m respectively for 3 years)).
Interest payments on these loans are subject to limited change from fluctuations
in interest rates due to their capped nature.
2025
Interest
bearing less
than 1 month
(US$)
Non-interest
bearing (US$)
Total (US$)
Assets
Investments
-
345,681,239
345,681,239
Trade and other receivables
excluding prepayments
-
7,144,211
7,144,211
Cash and cash equivalents
175,812
-
175,812
Total assets
175,812
352,825,450
353,001,262
Liabilities
Trade and other payables
-
1,038,915
1,038,915
Total liabilities
-
1,038,915
1,038,915
Total interest sensitivity gap
175,812
175,812
The weighted average interest rate is 3.53% for cash and cash equivalents in the
current FY.
2024
Interest bearing
less than 1
month (US$)
Non-interest
bearing (US$)
Total (US$)
Assets
Investments
-
444,977,383
444,977,383
Trade and other receivables
excluding prepayments
-
7,194,778
7,194,778
Cash and cash equivalents
56,007
-
56,007
Total assets
56,007
452,172,161
452,228,168
Liabilities
Trade and other payables
-
1,207,547
1,207,547
Total liabilities
-
1,207,547
1,207,547
Total interest sensitivity gap
56,007
56,007
60
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
12. Financial risk management (continued)
Interest rate risk (continued)
The weighted average interest rate was 2.49% for cash and cash equivalents in the
prior year.
If the interest rates had been 100 basis points higher or lower and all other variables
were held constant, the Company’s profit for the year ended 30 June 2025 would
increase or decrease by US$1,758 (2024: US$560) as a result of the Company’s
exposure to interest rates on its variable rate deposits only.
The Company and LSA with its SPVs are permitted to utilise overdraft facilities
towards the achievement of the Company’s investment objectives. There was no
overdraft utilised during the current and prior years. Refer to Price Risk on the
following pages for a description of the indirect impact interest rates have on the
valuation of vessel assets.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual
obligations resulting in a financial loss to the Company.
The Company’s subsidiary SPVs hold credit risk exposures to charterers. Potential
new charters are evaluated to assess counterparty credit risk, both at an SPV and
portfolio level, prior to any contractual engagement. The SPVs historical actual
counterparty credit losses over the life of the Company to date have been zero. At
30 June 2025 there were no receivables held by the SPVs considered impaired
(2024: US$nil).
Cash reserves are held at the LSA and SPV levels and are paid up to the Company
as required to enable expenses to be settled as they fall due.
The Company maintains its cash and cash equivalents with various banks to
diversify credit risk. These are subject to the Company’s credit monitoring policies
including the monitoring of the credit ratings issued by recognised credit rating
agencies.
Credit risk (continued)
30 June 2025
Credit rating
Standard &
Poor’s
Cash
(US$)
Short term
fixed deposits
(US$)
Total as at 30
June 2025
(US$)
Barclays Bank Plc
(Barclays)
A+ Long Term
A-1 Short Term
5,735
-
5,735
Titan Wealth
1
(HSBC London – call
accounts)
A+ Long Term
A-1 Short Term
-
170,077
170,077
Total
5,735
170,077
175,812
30 June 2024
Credit rating
Standard &
Poor’s
Cash
(US$)
Short term
fixed deposits
(US$)
Total as at 30
June 2024
(US$)
Barclays Bank Plc
(Barclays)
A+ Long Term
A-1 Short Term
34,990
-
34,990
Ravenscroft
(HSBC London – call
accounts)
A+ Long Term
A-1 Short Term
-
21,017
21,017
Total
34,990
21,017
56,007
1
Titan Wealth is an execution only broker that acts solely on instruction of the Board. The
Board only invest cash in banking institutions with an A- rating or higher.
61
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
12. Financial risk management (continued)
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial
obligations as they fall due. The Board has established an appropriate liquidity risk
management framework for the management of the Company’s short-term,
medium-term and long-term funding and liquidity management requirements.
The Company manages liquidity risk by maintaining adequate cash reserves by
monitoring forecast and actual cash flows. Cash reserves are held at the LSA and
SPV levels and paid up to the Company as required to enable expenses to be settled
as they fall due.
The following table shows the maturity of the Company’s non-derivative financial
assets and liabilities. The amounts disclosed are contractual, undiscounted cash
flows and may differ from the actual cash flows received or paid in the future as a
result of early repayments
30 June 2025
Up to 3
months
(US$)
Between 3
and 12
months (US$)
Between 1
and 5 years
(US$)
Total
(US$)
Assets
Financial assets at
fair value through
profit or loss
-
-
345,681,239
345,681,239
Trade and other
receivables excluding
prepayments
7,144,211
-
-
7,144,211
Cash and cash
equivalents
175,812
-
-
175,812
Liabilities
Trade and other
payables
1,038,915
-
-
1,038,915
Total
6,281,108
-
345,681,239
351,962,347
30 June 2024
Up to 3
months
(US$)
Between 3
and 12
months (US$)
Between 1
and 5 years
(US$)
Total
(US$)
Assets
Financial assets at fair
value through profit or
loss
-
-
444,977,383
444,977,383
Trade and other
receivables excluding
prepayments
7,194,778
-
-
7,194,778
Cash and cash
equivalents
56,007
-
-
56,007
Liabilities
Trade and other payables
1,207,547
-
-
1,207,547
Total
6,043,238
-
444,977,383
451,020,621
Price risk in the shipping industry
The valuation techniques used by the underlying SPVs in determining the value of
the vessels held (based on assumptions that are not supported by prices or other
inputs from observable current market transactions) present a price risk to the
Company. The Company’s financial assets are measured at fair value which
comprises the fair value of the underlying SPVs. The Company values its investment
in LSA and the SPVs at their respective net asset values. The net asset values
comprise shipping vessels which are measured at fair value and other residual net
assets and liabilities of each of the entities.
All the assets and underlying vessels are Level 3 assets. All the market price risk
pertains to the Level 3 investment portfolio in its entirety.
Price risk sensitivity analysis was conducted on vessel and charter fair values only
as these are the most significant unobservable inputs to the valuation of the
Company’s investment.
62
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
12. Financial risk management (continued)
Price risk in the shipping industry (continued)
(a) Standard Vessel valuations
The fair value of a standard vessel comprises both the charter-free value, the
charter valuation and capital expenditure. The charter-free and associated charter
values of typical vessels are calculated using an online valuation system provided
by VesselsValue or, in limited circumstances, written mainstream broker
valuations. For charter-free values, the VesselsValue system contains a number of
algorithms that combine factors such as vessel type, technical features, age, cargo
capacity, freight earnings, market sentiment and recent vessel sales.
Similarly, the charter-free values determined by written mainstream broker
valuations consider vessel specifications and other applicable market information.
For charter values, the system provides a DCF module where vessel specific
charter details are input and measured against a system or shipbroker- provided
market benchmark to obtain a premium or discount value of the charter versus
prevailing market.
The lower bound of the charter valuation process comprises the DCF value of the
current charter plus scrap value of the vessel at the end of the charter.
At the current and prior year ends this minimum value was not applied to any
vessels.
(b) Specialised Vessels and arrangements
There will be cases where the Company may invest in vessels and make
arrangements which are (i) of a specialised nature and fall out of scope of
mainstream brokers and/or (ii) where contracted employment does not have an
available reference benchmark in the freight brokerage community.
The Investment Manager will make its own assessment of a vessel’s value with
charter using a discounted cashflow model (“DCF Model”). The DCF Model will
calculate the net present value of the charter and vessel value using the following
inputs:
• Discount rate;
• Charter Rate; and
• Exit/scrappage value
There was no specialised vessel arrangement held at the year end (2024: one vessel
being a gas tanker with a long-term bareboat charter attached). Refer to Note 3 for
further information on the valuation methodologies applied.
The Board and the Investment Manager believe that the above reflects those inputs
where price risk could be significant, and where estimate and judgement can
potentially be used.
Price risk sensitivity analysis
Charter-free valuation for standard vessels
A 10% change in vessel values is within the normal range of value variation over the
course of a year and is simple to understand and flex. If the charter-free vessel
values at 30 June were 10% higher or lower, then the effect on the standard vessel
portfolio value would be as follows:
Vessel values
+10% change
in charter-free
values
US$ 000
Standard vessel
portfolio value
US$ 000
-10% change
in charter-
free values
US$ 000
Fair value at 30 June 2025
35,178
373,301
(35,178)
Fair value at 30 June 2024
51,674
466,238
(51,674)
The ballast water treatment system and scrubber adjustments are not considered
significant or material and therefore no sensitivity analysis has been prepared.
63
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
12. Financial risk management (continued)
Price risk in the shipping industry (continued)
Charter valuation for standard vessels
Charter rates
The Board has concluded that use of a 10% movement in benchmark charter rates
remains a suitable sensitivity calculation, being within a normal range of
benchmark variation over the course of a month and is simple to understand and
flex, noting that most of the charter value is derived from charters having remaining
periods of 1 year or more, the market benchmarks for which show lower volatility
than spot rates and already reflect market expectations for the period of the
charter. If market charter rates used to determine charter values were 10% higher
or lower, then the effect on the standard vessel portfolio value would be as follows:
Specialised vessels
If the discount rates were 0.5% higher or lower, being within a normal range of
interest rate variation over the course of a year, then the effect on the specialised
vessel portfolio value would be as follows:
There was no specialised vessel held at the year end (2024: one vessel).
Currency risk
The Company may have assets and liabilities denominated in currencies other than
the United States Dollar, the functional currency. It therefore may be exposed to
currency risk as the value of assets or liabilities denominated in other currencies
will fluctuate due to changes in exchange rates.
However, such exposure is currently, and is expected to remain, insignificant.
Consequently, no further information has been provided.
13. Investment management fee
The Investment Manager is entitled to receive an annual fee, calculated on a sliding
scale, as follows:
(a) 0.85% per annum of the quarter end Adjusted Net Asset Value up to US$250m;
(b) 0.75% per annum of the quarter end Adjusted Net Asset Value in excess of
US$250m but not exceeding US$500m; and
(c) 0.65% cent per annum of the quarter end Adjusted Net Asset Value in excess of
US$500m.
For the year ended 30 June 2025 the Company has incurred US$3,244,505
(2024: US$3,484,902) in investment management fees of which US$721,696 was
outstanding at 30 June 2025 (2024: US$907,483).
Ongoing Charges
The ongoing charges ratio of the Company is 1.09% (2024: 1.02%) of the average
quarterly NAV for the year to 30 June 2025. This has been calculated using the AIC
recommended methodology.
Vessel values
+10% change
in charter rates
US$ 000
Standard vessel
portfolio value
US$ 000
-10% change
in charter rates
US$ 000
Fair value at 30 June 2025
(4,690)
373,301
4,692
Fair value at 30 June 2024
(13,598)
466,238
13,607
+0.5% change
in discount rates
US$ 000
Specialised Vessel
portfolio value
US$ 000
-0.5% change in
discount rates
US$ 000
Specialised vessel fair
value at 30 June 2025
-
-
-
Specialised vessel fair
value at 30 June 2024
(100)
23,510
101
64
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
14. Performance fees
Tufton ODF Partners LP shall be entitled to a performance fee in respect of a
Calculation Period provided that the Total Return Per Share on the Calculation Day
for the Calculation Period of reference is greater than the High Watermark Per Share
and such performance fee shall be an amount equal to the Performance Fee Pay-
Out Amount if:
• the High Watermark is greater than the Total Return Per Share on any
Calculation Day; and
• the prevailing Historic Performance Fee Amount is greater than zero on
such Calculation Day,
Any fee accruing as at the end of the Calculation Period is paid 50% subsequent to
the end of that period, with the remaining 50% being retained by the Company and
deferred until the next time that a performance fee payment is due, being adjusted
for any subsequent underperformance during that time.
The prevailing Historic Performance Fee Amount shall be reduced by the lower of:
(i) 20% of the difference between the High Watermark Per share and the Total
Return Per Share on such Calculation Day multiplied by the Relevant Number of
shares; and (ii) the prevailing Historic Performance Fee Amount.
No performance fee was paid during the FY and none was payable at the year end
(2024: US$nil).
15. Related parties
The Investment Manager, Tufton Investment Management Ltd, is a related party due
to having common key management personnel with the SPVs of the Company. All
management fee transactions with the Investment Manager are disclosed in Note
13.
Tufton ODF Partners LP is a related party due to being the beneficiary of any
performance fee paid by the Company, as disclosed in Note 14.
Transactions with LSA and subsidiary SPVs are not disclosed. There are no
commercial transactions between the Company and LSA other than the business
of investment into LSA, the transactions of which are shown in the main financial
statements.
The Directors held the following interests in the share capital of the Company either
directly or beneficially:
30 June 2025
30 June 2024
Director
Shares
Shares
R King
65,000
60,000
S Le Page
46,504
41,268
P Barnes
18,651
5,000
C Rødsaether
37,906
30,000
T Le Noury
10,000
5,000
Other Interests
Tufton Group related stakeholders including current and former shareholders,
employees, and non-executive directors directly or beneficially held ~3.3% of the
issued share capital as at 30 June 2025 (2024: ~4.9%).
16. Controlling party
In the opinion of the Directors, based on shareholdings advised to them, the
Company has no immediate or ultimate controlling party.
65
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notes to the Financial Statements (continued)
For the year ended 30 June 2025
17. Directors’ fees
The remuneration of the Directors was US$272,242 (2024: US$231,674) for the year
which consisted solely of short-term benefits. At 30 June 2025, no Directors’ fees
(2024: US$nil) were outstanding.
The Directors fees are as disclosed below:
30 June 2025
30 June 2024
Director
£
£
R King
46,000
43,500
S Le Page
41,500
40,500
P Barnes
41,000
37,750
C Rødsaether
39,500
37,000
T Le Noury
41,500
25,135
18. Events after the reporting year
On 16 July 2025, the Company declared a dividend of US$0.025 per ordinary share
for the quarter ending 30 June 2025. The dividend was paid on 8 August 2025 to
holders of ordinary shares recorded on the register as at close of business on 25
July 2025 with an ex-dividend date of 24 July 2025.
On 29 August 2025 the Company disposed of Neon for US$23.5m, a small premium
over the vessel’s NAV as at 30 June 2025.
There has not been any other matter or circumstance occurring subsequent to the
end of the FY that has significantly affected, or may significantly affect, the
operations of the Company, the results of those operations, or the state of affairs of
the Company the next financial period up to the date of approval of these financial
statements.
66
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Alternative Performance Measures (“APMs”)
This Annual Report and Audited Financial Statements contain APMs, which are financial measures not defined in IFRS Accounting Standards. These include certain
financial and operational highlights and key financials. The definition of each of these APMs is shown below.
The Company assesses its performance using a variety of measures that are not specifically defined under IFRS Accounting Standards and are therefore termed APMs. The
APMs that the Company uses may not be directly comparable with those used by other companies. These APMs are used to present a clearer picture of how the Company
has performed over the year and are all financial measures of historical performance. The APMs are prepared on a consolidated basis.
Alternative Performance
Measure
Definition / Method of calculation
Reason for use
Aggregate Realised Net
IRR
Realised IRR based on aggregated equity cash flows across all divested
vessels calculated at SPV level, net of fees
Measures the net realised IRR on all vessel divestments
Average Charter Length
Total forecast EBITDA from fixed-rate charters in place, divided by the
annualised EBITDA of those charters
To provide information about the extent to which the future revenue of the
SPVs is contractually fixed
Compound Annual Growth
Rate (“CAGR”)
The geometric progression ratio that provides a constant rate of return
over the time period
To provide a measure of annual compound growth rate over time
Company IRR
The IRR of the Company calculated using all gross capital raises,
dividends and buyback and current Company NAV
Measures the IRR achieved by the Company
Consolidated Gearing
Ratio
Loans to charter-free value including capital adjustments on a
consolidated basis
To provide an indication of leverage, which is not reported in the financial
statements which are not prepared on a consolidated basis
Depreciated Replacement
Cost (“DRC”)
Estimating the cost to replace the asset, considering any changes in the
cost of materials and labour since the asset was initially purchased or
constructed, and subtracting the depreciation that has occurred since
that time
To provide a methodical basis for estimating the residual value of an asset at
the end of a planned investment period
Dividend Cover
Portfolio Operating Profit less debt amortisation, divided by dividends for
the period
To provide information about the extent to which past dividends are covered by
earnings
EBITDA
Earnings before interest, taxes, depreciation and amortisation
To provide a measure of profitability from operating activity, independent of
financing strategy
67
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Alternative Performance Measures (“APMs”) (continued)
Alternative Performance
Measure
Definition or method of calculation
Reason for use
Forecast Net Yield
Forecast EBITDA over the current charters minus any capex accruals for the
vessels in the portfolio divided by the time-weighted vessel values over the
same period
To provide information about profitability from future operating activity relative
to current vessel values
Gain / (loss) in Capital
Values
Fair value gains and losses (being the change in charter-free value + change
in charter value) from marking assets to market in accordance with the
valuation policy of the Company
Fair value of the Company’s underlying investments is a key component of the
Company’s overall investment performance
Gross Operating Profit
Operating profit before gain / (loss) in capital values, loan interest, fees,
and all other Company level expenses
To provide an indication of the underlying profit from operating activity, which
is not reported in the financial statements, before interest, fees and Company
level expenses
Internal Rate of Return
(“IRR”)
The interest rate at which the net present value of all the cash flows from a
project or investment equal zero, and is a common performance indicator
used in investment funds
A widely used APM which allows the shareholders to compare performance of
different funds
NAV Total Return Per
Share
The change in NAV per share plus dividends per share paid by the Company
during the year, divided by the initial NAV per share at inception
A measure showing how the NAV per share has performed over a period of
time, taking into account both capital return and dividends paid to
shareholders
Operating Expenses
Expenses (other than finance costs) of operating the Company’s subsidiary
SPVs and their ships
To provide an indication of the cost of the underlying operating activity, which
is not reported in the financial statements
Portfolio Operating Profit
Gross Operating Profit and interest income less loan interest and fees,
Company Level Fees and Expenses
To provide an indication of the underlying net profit from operating activity,
which is not reported in the financial statements
Portfolio Price /
Depreciated Replacement
Cost (“P/DRC”)
Price divided by the Depreciated Replacement Cost. Price may refer to a
transaction (investment or divestment) value or fair value at a certain date
The Investment Manager's preferred valuation metric for investment analysis.
P/DRC tends to revert to 100% in the long-term
Revenue
Charter income, net of broker commissions and charter related costs,
earned by SPVs
To provide an indication of the underlying income from operating activity which
is not reported in the financial statements
Ship-Days
The sum of the number of days each vessel was owned by the Company
over the financial period
To provide information about the vessel operating activity measured in days
68
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Alternative Performance Measures (“APMs”) (continued)
Alternative Performance
Measure
Definition / Method of calculation
Reason for use
Time-Weighted Capital
Employed
Time-weighted capital invested in vessels
A metric used to compare Gross Operating Profit across different periods
Total Return Per Share
The Net Asset Value per ordinary share on any Calculation Day adjusted to:
(i) include the gross amount of any dividends and/or distributions paid to an
ordinary share since Admission;
(ii) not take account of any accrual made in respect of the performance fee
itself for that Calculation Period;
(iii) not take account of any accrual made in respect of any prevailing Historic
Performance Fee Amount (as adjusted pursuant to the operation of this
paragraph below);
(iv) not take account of any increase in Net Asset Value per share attributable
to the issue of ordinary shares at a premium to Net Asset Value per share or
any buyback of any ordinary shares at a discount to Net Asset Value per
ordinary share during such Calculation Period;
(v) not take account of any increase in Net Asset Value per share attributable
to any consolidation or sub-division of ordinary shares;
(vi) take into account any other reconstruction, amalgamation or adjustment
relating to the share capital of the Company (or any share, stock or security
derived therefrom or convertible there into); and
(vii) take into account the prevailing Net Asset Value of any C Shares in issue
A measure showing how the investment in the Company’s shares has
performed over a period of time, taking into account both capital return and
dividends paid to shareholders
69
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
CORPORATE INFORMATION
Directors
Robert King, Chair
Stephen Le Page
Paul Barnes
Christine Rødsæther
Trina Le Noury
Registered office
1 Royal Plaza
Royal Avenue
St Peter Port
GY1 2HL
Guernsey
Investment Manager and AIFM
Tufton Investment Management Ltd
70 Pall Mall
1
st
Floor London
London
SW1Y 5ES
Asset Manager
Tufton Management Limited
3rd Floor, St George’s Court
Upper Church Street
Douglas
Isle of Man
IM1 1EE
Secretary and Administrator
Apex Fund & Corporate Services
(Guernsey) Limited (“Apex”)
1 Royal Plaza
Royal Avenue
St Peter Port, Guernsey
GY1 2HL
Brokers
Hudnall Capital LLP
Adam House
7-10 Adam Street
London
WC2N 6AA
Brokers
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Depositary
Apex Depositary (UK) Limited
Bastion House
140 London Wall
London
EC2Y 5DN
Guernsey Legal Advisers
Carey Olsen (Guernsey) LLP
PO Box 98, Carey House
Les Banques
St Peter Port
Guernsey
GY1 4BZ
UK Legal Advisers
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Registrar
Computershare Investor Services
(Guernsey) Limited
1st Floor, Tudor House
Le Bordage
St Peter Port
Guernsey, GY1 1DB
Receiving Agent
Computershare Investor Services PLC
The Pavillions
Bridgewater Road
Bristol
BS99 6AH
Independent Auditor to the
Company
PricewaterhouseCoopers CI LLP
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey, GY1 4ND
Principal Bankers
Barclays Bank PLC
Guernsey International Banking
PO Box 41
St Peter Port
Guernsey
GY1 3BE
70
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Definitions
The following definitions apply throughout this document unless the context
requires otherwise:
Adjusted Net Asset
Value
the Net Asset Value less uninvested monies (cash and
cash value equivalents) held by the Company from time-
to-time excluding monies arising on or from the
realisation of or a distribution from an investment
Administrator
Apex Fund and Corporate Services (Guernsey) Limited
(formerly Apex Administration (Guernsey) Limited)
AIC
the Association of Investment Companies
AIFM Directive or
AIFMD
the EU Directive on Alternative Investment Fund
Managers (No. 2011/61/EU)
AIF
an Alternative Investment Fund
AIFM
an Alternative Investment Fund Manager
AIFM Rules
the AIFM Directive and all applicable rules and
regulations implementing the AIFM Directive in the UK
Articles of
Incorporation or
Articles
the articles of incorporation of the Company, as amended
from time-to-time
Asset Manager
Tufton Management Limited
Auditor
PricewaterhouseCoopers CI LLP
Brokers
Hudnall Capital LLP and Singer Capital Markets
BWTS
Ballast Water Treatment System
Calculation Day
The last business day of each Calculation Period
Calculation Period
(a) the period starting on Admission and ending on the
earlier of (i) 30 June 2024; (ii) the commencement of the
winding up of the Company; and (iii) the termination of the
Manager's appointment; and
(b) if the previous Calculation Year ended on 30 June of
the previous Year, each successive period starting on 1
July and ending on the earlier of (i) 30 June three years
later; (ii) the commencement of the winding up of the
Company; and (iii) the termination of the Manager's
appointment
Calculation Year
1 July to 30 June
Companies Law
the Companies (Guernsey) Law, 2008 as amended
Company
Tufton Assets Limited (Guernsey registered number
63061) which, when the context so permits, shall include
any intermediate holding company of the Company and
the SPVs
Company Level Fees
and Expenses
the investment management fee and other professional
fees and expenses at company level
Depreciated
Replacement Cost or
DRC
the Investment Manager’s preferred valuation metric.
DRC for a second-hand vessel is the current cost of
replacing the vessel with an equivalent newbuild,
depreciated to the same age
Directors or Board
the Board of Directors of the Company or the Directors
from time to time
Disclosure Guidance
and Transparency
Rules or DTRs
the disclosure guidance and transparency rules made by
the Financial Conduct Authority under Section 73A of
FSMA
Discount Control
Policy
the policy described in the Discount Control section of
the Company’s Prospectus
DWT
An abbreviation for deadweight tonnage, a measure of a
ship's total carrying capacity, including cargo, fuel, water,
and crew.
Environmental,
Social, and Corporate
Governance (ESG)
an evaluation of the Company’s collective
conscientiousness for social, and environmental factors
FCA
the UK Financial Conduct Authority
Financial Reporting
Council or FRC
the UK Financial Reporting Council
FSMA
the Financial Services and Markets Act 2000 and any
statutory modification or re-enactment thereof for the
time being in force
FY
financial year
GFSC or Commission
the Guernsey Financial Services Commission
71
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Definitions (continued)
High Watermark
Per Share
the higher of: (i) US$1.00 increased by the Hurdle; and (ii) if a
Performance Fee has previously been paid, the Total Return Per
Share on the Calculation Day for the last Calculation Period (if
any) by reference to which a Performance Fee was paid
High Performance
Fee Amount
in respect of any Calculation Period, an amount equal to the
Performance Fee Pay-Out Amount for the previous Calculation
Period where a Performance Fee was payable
Historic
Performance Fee
Amount
in respect of any Calculation Period, an amount equal to be
Performance Fee Pay-Out Amount for the previous Calculation
Period where a performance fee was payable
IASB
International Accounting Standards Board
IFRIC
International Financial Reporting Interpretations Committee
IFRS Accounting
Standards
International Financial Reporting Standards Accounting
Standards
IMO
International Maritime Organisation
Investment
Manager
Tufton Investment Management Ltd
IPO
Initial public offering
Issue Price
the initial cost of a security when it first becomes available for
purchase by the public
Listing Rules
the listing rules made by the UKLA pursuant to Part VI of FSMA
London Stock
Exchange or LSE
London Stock Exchange plc
LS Assets Limited
or LSA
the Guernsey holding company owning the SPVs through which
the Company makes investment into vessels
LSE Admission
Standards
the rules issued by the London Stock Exchange in relation to
the admission to trading of, and continuing requirements for,
securities admitted to the SFS
Main Market
the main market for listed securities operated by the London
Stock Exchange
Market Abuse
Regulation or MAR
Regulation (EU) No 596/2014 of the European Parliament and of
the Council of 16 April 2014 on market abuse
Memorandum
the memorandum of association of the Company
Net Asset Value or
NAV
the value, as at any date, of the assets of the Company after
deduction of all liabilities of the Company and in relation to a
class of shares in the Company, the value, as at any date of the
assets attributable to that class of shares after the deduction
of all liabilities attributable to that class of shares determined
in accordance with the accounting policies adopted by the
Company from time-to-time
OPEC
Organisation of the Petroleum Exporting Countries
Performance Fee
Amount
20 per cent. of the excess in Total Return Per Share and the
High Watermark Per Share multiplied by the time weighted
average number of shares in issue during the Calculation
Period
Performance Fee
Pay-Out Amount
in respect of the relevant Calculation Period, an amount equal
to “A”, where:
A = (0.5 x B) + C;
B = the Performance Fee Amount; and
C = an amount equal to the High Performance Fee Amount.
POI Law
the Protection of Investors (Bailiwick of Guernsey) Law, 2020,
as amended
Portfolio
the Company’s portfolio of investments from time to time
Paris Agreement
a legally binding international treaty on climate change
Prospectus
The Placing and Offer for Subscription document for the
Company dated 8 December 2017
Redemption
the capital return via a compulsory redemption of ordinary
shares at a pre-determined price
72
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Definitions (continued)
Register
the register of members of the Company
Relevant Number
of Shares
for any Calculation Period the time weighted average
number of ordinary shares in issue during such Calculation
Period
Responsible
Investment
A strategy and practice to incorporate environmental,
social and governance (ESG) factors in investment
decisions and active ownership
SFS or Specialist
Funds Segment
the Specialist Funds Segment of the Main Market
(previously known as the Specialist Fund Market or SFM)
Segment
classifications of vessels within the shipping industry
including, inter alia, Tankers, General Cargo,
Containerships and Bulkers
SOFR
Secured Overnight Financing Rate
SPV or Special
Purpose Vehicle
corporate entities, formed and wholly owned (directly or
indirectly) by the Company, specifically to hold one or
more vessels, and including (where the context permits)
any intermediate holding company of the Company
£ or Sterling
the lawful currency of the United Kingdom
Tufton
the Investment Manager
Tufton Group
Tufton Investment Management Holding Ltd and its
subsidiaries
UK Corporate
Governance Code
the UK Corporate Governance Code as published by the
Financial Reporting Council from time-to-time
UK Listing
Authority
the FCA acting in its capacity as the competent authority
for the purposes of Part VI of FSMA
United Kingdom or
UK
the United Kingdom of Great Britain and Northern Ireland
VesselsValue
VesselsValue Limited, a third party provider of vessel
valuations to the Company and Investment Manager
WACC
the weighted average cost of capital
72
73
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Notice of AGM
Tufton Assets Limited
Registered Office Address: 1 Royal Plaza, Royal Avenue, St Peter Port,
Guernsey, GY1 2HL
Registration Number: 63061
This document is important and requires your immediate attention. If you are
in doubt as to any aspect of the proposals referred to in this document or the
action you should take, you should seek your own advice from a stockbroker,
solicitor, or other independent professional adviser. If you have recently sold
or transferred all your shares in Tufton Assets Limited, please forward this
document, together with the accompanying documents, as soon as possible
either to the purchaser or transferee or to the person who arranged the sale or
transfer so they can pass these documents to the person who now holds the
shares.
Dear Shareholder,
I am pleased to send you the notice of the 2025 Annual General Meeting (“AGM”)
of the members of Tufton Assets Limited (the “Company” or “SHIP”), to be held at
1 Royal Avenue, St Peter Port, Guernsey, GY1 2HL on Thursday, 23 October 2025 at
11:00 BST. Explanatory notes on all resolutions accompany the notice of the AGM
(the “Notice”).
Re-Election of Directors
As in previous years, all Directors are offering themselves for re-election in
accordance with the AIC Corporate Governance Code (the “Code”) and the
Articles of Incorporation of the Company (the “Articles”). Please note for your
information that biographical details of the Directors are set out in the Annual
Report and Audited Financial Statements.
Voting
The Directors of the Company believe that the proposed resolutions set out in this
Notice are in the best interests of the Company and its members.
If you would like to vote on the resolutions, please appoint a proxy by no later than
Tuesday, 21 October 2025 at 11:00 BST. A form of proxy accompanies the Notice.
All resolutions will be put to a poll in reflection of best practice and to ensure that
all members have their votes considered, proportional to their shareholdings in the
Company.
The results of the AGM will be announced to the market as soon as practicable after
the conclusion of the AGM. Should you wish to discuss anything ahead of the AGM,
please see the contact details below.
Tufton Investment Management Ltd, the Investment Manager
andrew.hampson@tufton.com
nicolas.tirogalas@tufton.com
Hudnall Capital, the Joint Broker
ac@hudnallcapital.com
Singer Capital Markets, the Joint Broker
James.Maxwell@singercm.com
Alex.Bond@singercm.com
Jalini.kalaravy@singercm.com
Apex Fund and Corporate Services (Guernsey) Limited, the Company Secretary
and Robert King, the Chair
shipadmin@apexgroup.com
Yours faithfully,
Robert King
Independent Non-Executive Chair
74
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
NOTICE OF ANNUAL GENERAL MEETING 2025
Notice is hereby given that the ninth Annual General Meeting of the members of
Tufton Assets Limited (the “Company”) will be held at 1 Royal Avenue, Royal Plaza,
St Peter Port, Guernsey, GY1 2HL on Thursday, 23 October 2025 at 11:00 BST to
transact the business set out in the resolutions below.
ORDINARY RESOLUTIONS
1. To receive the Company’s Annual Report and Audited Financial Statements
for the year ended 30 June 2025.
2. To re-appoint PricewaterhouseCoopers CI LLP as auditor to the Company
until the conclusion of the next general meeting at which accounts are laid
before the Company.
3. To authorise the Directors of the Company to determine the remuneration of
the auditor.
4. To approve the remuneration of the Directors for the year ended 30 June
2025, as set out in the Directors' Report.
5. To re-elect Mr Robert King as a Director who retires by rotation in accordance
with Article 21.3 of the Articles.
6. To re-elect Mr Stephen Le Page as a Director who retires by rotation in
accordance with Article 21.3 of the Articles.
7. To re-elect Mr Paul Barnes as a Director who retires by rotation in
accordance with Article 21.3 of the Articles.
8. To re-elect Ms Christine Rødsæther as a Director who retires by rotation in
accordance with Article 21.3 of the Articles.
9. To re-elect Ms Trina Le Noury as a Director who retires by rotation in
accordance with Article 21.3 of the Articles.
10. To authorise the Company to make market acquisitions (as defined in the
Companies (Guernsey) Law, 2008, as amended) of its own ordinary shares
of no par value (“Ordinary Shares”), either for cancellation or to hold as
treasury shares for future resale or transfer, provided that:
a. the maximum number of Ordinary Shares authorised to be purchased
shall be up to 14.99% of the Ordinary Shares in issue (excluding
treasury shares in issue) as at 30 September 2025 (being the last
business day prior to the publication of the Notice);
b. the minimum price (exclusive of expenses) which may be paid for an
Ordinary Share is US$0.01;
c. the maximum price (exclusive of expenses) which may be paid for an
Ordinary Share is an amount equal to the higher of:
i. an amount equal to 5% above the average of the mid-market
values of an Ordinary Share taken from the London Stock
Exchange Daily Official List for the five business days before the
purchase is made; or
ii. the higher of the price of the last independent trade or the
highest current independent bid for Ordinary Shares on the
London Stock Exchange at the time the purchase is carried out;
d. subject to paragraph (e), such authority shall expire at the annual
general meeting of the Company to be held in 2026 (unless previously
varied, revoked or renewed by the Company in general meeting) or, if
earlier, the date falling 15 months from the passing of this resolution;
and
e. notwithstanding paragraph (d), the Company may make a contract to
purchase its Ordinary Shares pursuant to the authority hereby
conferred prior to the expiry of such authority which will or may be
executed wholly or partly after the expiry of such authority and may
make a purchase of its own Ordinary Shares in pursuance of any such
contract notwithstanding the expiry of the authority given by this
resolution.
11. To re-approve the dividend policy of the Company as set out in the
Prospectus dated 8 December 2017.
75
Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
EXTRAORDINARY RESOLUTION
12. To authorise the Directors to allot and issue shares, to grant rights to
subscribe for or to convert any security into shares and to make offers or
agreements to allot and issue equity securities (as defined in Article 5.1(a) of the
Articles) for cash and/or to sell Ordinary Shares held by the Company as treasury
shares as if the pre-emption rights contained in Article 5.2 of the Articles did not
apply to any such allotment, grant or sale, provided that such authority shall be
limited to the allotment of shares and/or grant of rights to subscribe for or to
convert any security into shares and/or sale of treasury shares up to an aggregate
number of Ordinary Shares as equal to 26,740,633 Ordinary Shares (representing
10% of the Ordinary Shares in issue as at 30 September 2025) (excluding any
Ordinary Shares held in treasury and after giving effect to the exercise of warrants,
options or other convertible securities outstanding as at such date).
The authority granted by this resolution shall, unless renewed, varied or revoked by
the Company, expire on the earlier of the conclusion of the next annual general
meeting of the Company and 15 months after the passing of this resolution, save
that the Company may, before such expiry, make offers or enter into agreements
during the relevant period which would or might require.
Ordinary Shares to be allotted and issued or rights to subscribe for or to convert
any security into Ordinary Shares to be granted or Ordinary Shares held in treasury
to be sold after this authority has expired and the Directors may allot and issue
equity securities and/or sell Ordinary Shares out of treasury in pursuance of any
such offer or agreement as if this power had not expired.
By order of the Board
On behalf of Apex Fund and Corporate Services (Guernsey) Limited
Company Secretary
1 Royal Avenue
Royal Plaza
St Peter Port
Guernsey
GY1 2HL
EXPLANATORY NOTES - GENERAL
The following notes explain your general rights as a member and your right to vote
at the 2025 AGM or to appoint someone else to vote on your behalf.
A member of the Company who is entitled to attend the AGM is entitled to appoint
one or more proxies to attend, speak and vote in their place. A proxy does not need
to be a member of the Company but must attend the AGM to represent you. Details
of how to appoint the Chair of the AGM or another person as your proxy using the
proxy form are set out in the notes to the proxy form. If you wish your proxy to speak
on your behalf at the AGM you will need to appoint your own choice of proxy (not
the Chair) and give your instructions directly to them. A member may appoint more
than one proxy to attend the AGM, provided that each proxy is appointed to
exercise rights attached to different shares. Under the current circumstances, the
Board strongly advises shareholders to appoint the Chair of the meeting as their
proxy for all votes. Please note that appointing a proxy who cannot attend the AGM
will effectively void your vote.
A corporation which is a member can appoint one or more corporate
representatives who may exercise, on its behalf, all its powers as a member
provided that no more than one corporate representative exercises powers over
the same share. Corporate members are strongly encouraged to complete and
return a form of proxy appointing the Chair of the meeting to ensure their votes are
included in the poll.
A form of proxy is enclosed which should be completed in accordance with the
instructions. To be valid, this form of proxy and any power of attorney or other
authority under which it is executed (or a duly certified copy of such power of
attorney) must be lodged with the Company’s Registrar, Computershare Investor
Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY,
or by e-mail to #UKCSBRS.ExternalProxyQueries@computershare.co.uk.
Alternatively, completed forms can be sent to the registered office of the Company
c/o Apex Fund and Corporate Services (Guernsey) Limited, 1 Royal Avenue, Royal
Plaza, St Peter Port, Guernsey, GY1 2HL. All proxies must be received by no later
than 11:00 BST on Tuesday, 21 October 2025, being 48 hours before the time
appointed for the AGM. Submission of a proxy appointment will not preclude a
member from attending and voting at the AGM should they wish to do so.
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Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
CREST offers a proxy voting service which the Company’s Registrar,
Computershare are an agent of.
Shareholders are advised that, upon receipt of their proxy form from the Company,
if they wish to appoint a proxy or to give or amend an instruction to a previously
appointed proxy via the CREST system, the CREST message must be received by
the Company's agent (ID 3RA50) two days prior to the date of the Company's AGM
at the latest. For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Applications
Host) from which the issuer's agent is able to retrieve the message. After this time
any change of instructions to a proxy appointed through CREST should be
communicated to the proxy by other means.
CREST Personal Members or other CREST sponsored members, and those CREST
Members who have appointed voting service provider(s) should contact their
CREST sponsor or voting service provider(s) for assistance with appointing proxies
via CREST.
For further information on CREST procedures, limitations and system timings,
please refer to the CREST Manual. We may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in Regulation 41 of the Uncertificated
Securities (Guernsey) Regulations 2009.
If you are an institutional investor, you may be able to appoint a proxy electronically
via the Proxymity platform, a process which has been agreed by the Company and
approved by the Registrar. For further information regarding Proxymity, please go to
www.proxymity.io. Your proxy must be lodged by 11:00 BST on 21 October 2025 to
be considered valid. Before you can appoint a proxy via this process you will need
to have agreed to Proxymity’s associated terms and conditions. It is important that
you read these carefully as you will be bound by them, and they will govern the
electronic appointment of your proxy.
Please note that the AGM will not be made available by way of publicly available
real-time broadcast.
As at 30 September 2025 (being the last business day prior to the publication of the
Notice), the Company's issued share capital consists of 267,406,330 Ordinary
Shares, carrying one vote each. Therefore, the total number of voting rights in the
Company as at 30 September 2025 is 267,406,330.
EXPLANATORY NOTES – ORDINARY RESOLUTIONS 1 to 12
ORDINARY RESOLUTION 1 – The Company must present the financial statements
for the year ended 30 June 2025 and the reports of the Directors and the Auditor to
the AGM for approval.
ORDINARY RESOLUTION 2 – The auditor of the Company must be re-appointed at
each general meeting where accounts are laid, to hold office until the conclusion
of the next such general meeting. It is proposed that PricewaterhouseCoopers CI
LLP Limited be re-appointed as the Company’s auditor, to hold office from the
AGM’s conclusion until the conclusion of the next general meeting at which
accounts are laid before the Company.
ORDINARY RESOLUTION 3 – This resolution gives authority to the Board to
determine the remuneration of the Auditor.
ORDINARY RESOLUTION 4 – Guernsey-registered companies are not obliged to
prepare and publish a Directors’ Remuneration Report. However, the Company has
included details of its Directors’ remuneration within the Financial Report and
Audited Financial Statements and an ordinary resolution will be put to
shareholders seeking approval of the Directors’ remuneration, which will be
advisory only.
ORDINARY RESOLUTIONS 5-9 – The full Board are retiring. They are offering
themselves for re-election as appropriate in accordance with Article 23.1 of the
Articles and the Association of Investment Companies (“AIC”) Code of Corporate
Governance, of which the Company is a member. A brief biography for each of the
Directors is set out on pages 26 and 27 of the Annual Report and Audited Financial
Statements.
ORDINARY RESOLUTION 10 – This resolution grants the Company authority to
make market purchases of up to 14.99% of the Ordinary Shares in issue as at 30
September 2025 (being the last business day prior to the publication of the Notice).
The Ordinary Shares bought back will either be cancelled or placed into treasury at
the determination of the Directors.
The maximum price which may be paid for each Ordinary Share must not be more
than the higher of (i) 5% above the average of the mid-market values of an Ordinary
Share taken from the London Stock Exchange Daily Official List for the five business
days before the purchase is made; or (ii) the higher of the price of the last
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Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
independent trade or the highest current independent bid for the Ordinary Shares
on the London Stock Exchange at the time the purchase is carried out. The
minimum price which may be paid for each Ordinary Share is US$0.01.
This authority shall expire at the next annual general meeting of the Company (or,
if earlier, the date falling 15 months from the passing of this resolution), when a
resolution to renew the authority will be proposed. The Company currently intends
that any Ordinary Shares repurchased would be held in treasury, subject to
applicable law and regulation.
ORDINARY RESOLUTION 11 – Shareholders are being asked to approve the
Company’s policy with respect to the payment of dividends. This approval will be
advisory only. The dividend policy, as set out in the Prospectus dated 25
September 2018 and amended on 18 September 2019, is summarised below:
Dividend Policy
The Company intends to pay dividends on a quarterly basis with dividends
declared in January, April, July and October. The Company will target a
quarterly dividend of 2.5 cents per Ordinary Share for the FY 2025, which is
also available as a sterling payment option.
EXTRAORDINARY RESOLUTION 12 - General Disapplication of Pre-emption
Rights – This resolution will, if passed, give the Directors power to allot shares or
grant rights to subscribe for or to convert any security into shares or sell treasury
shares for cash without first offering them to existing shareholders in proportion to
their existing holdings up to an aggregate number of Ordinary Shares as equal to
26,740,633 Ordinary Shares, which represents approximately 10% of the
Company's issued ordinary share capital (excluding treasury shares) as at 30
September 2025.
Resolution 12 will allow the Company to carry out one or more tap issues, in
aggregate, up to 10% of the number of Ordinary Shares in issue as at the last
business day prior to publication of the Notice and thus to pursue specific
investment opportunities in a timely manner in the future and without the
requirement to publish a prospectus and incur the associated costs.
Any new Ordinary Shares issued under the combined authority will be at a
minimum issue price equal to the last published NAV per Ordinary Share at the
time of allotment together with a premium intended at least to cover the costs and
expenses of the relevant placing or issue of new Ordinary Shares (including,
without limitation, any placing commissions). The issue price in respect of each
relevant placing or issue of new Ordinary Shares will be determined on the basis
described above to cover the costs and expenses of each placing or issue and
thereby avoid any dilution of the NAV of the then existing Ordinary Shares held by
shareholders.
In accordance with the Articles, an Extraordinary Resolution is a resolution of
the shareholders present in person in a general meeting passed by a majority
of not less than seventy-five percent of the votes recorded on a show of hands
or by way of a poll.
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Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
Form of Proxy - Annual General Meeting 2025
To be held at 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey GY1 2HL
On Thursday, 23 October 2025 at 11:00 BST time and at any adjournment thereof
I/We………………………………………..………………………………………………….………
(BLOCK LETTERS PLEASE)
of………………………………………………………………………………………………………
…………………………………………………………………………………………………………
being (a) member(s) of the above-named Company, hereby appoint the Chair of
the meeting/ or*
………………………………………………………………………………………………………………
as my/our proxy to vote for me/us and on my/our behalf at the Annual General
Meeting of the Company to be held at 1 Royal Avenue Royal Plaza, St Peter Port,
Guernsey, GY1 2HL on Thursday, 23 October 2025 at 11:00 BST time and at any
adjournment thereof.
* To allow effective constitution of the meeting, if it is apparent to the Chair that no
shareholders will be present other than by proxy, then the Chair may appoint a
substitute to act as proxy in his stead for any shareholder, provided that such
substitute proxy shall vote on the same basis as the Chair. A proxy need not be a
member of the Company.
I/We direct my/our proxy to vote as follows:
ORDINARY RESOLUTIONS
FOR
AGAINST
VOTE
WITHHELD**
1. To receive the Company’s Annual
Report and Audited Financial
Statements for the year ended 30
June 2025.
2. To re-appoint
PricewaterhouseCoopers CI LLP
as auditor to the Company until
the conclusion of the next general
meeting at which accounts are
laid before the Company.
3. To authorise the Directors to
determine the remuneration of
the auditor.
4. To approve the remuneration of
the Directors for the year ended
30 June 2025, as set out in the
Directors’ Report.
5. To re-elect Mr Robert King as a
Director who retires by rotation in
accordance with Article 21.3 of
the Articles.
6. To re-elect Mr Stephen Le Page as
a Director who retires by rotation
in accordance with Article 21.3 of
the Articles.
7. To re-elect Mr Paul Barnes as a
Director who retires by rotation in
accordance with Article 21.3 of
the Articles.
8. To re-elect Ms Christine
Rødsæther as a Director who
retires by rotation in accordance
with Article 21.3 of the Articles.
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Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
ORDINARY RESOLUTIONS
FOR
AGAINST
VOTE
WITHHELD**
9. To re-elect Ms Trina Le Noury as a
Director who retires by rotation in
accordance with Article 21.3 of
the Articles.
10. Authority to make acquisitions of
the Company’s own shares.
11. To approve the Company’s
dividend policy.
EXTRAORDINARY RESOLUTION
12. Authority to allot and issue
shares and to sell shares held in
treasury as if the pre-emption
rights in the Articles do not apply.
Signed this day of 2025
Signature
[ ] Please tick here to indicate that this proxy instruction is in addition to a
previous instruction. Otherwise it will overwrite any previous instruction
given.
NOTES TO THE FORM OF PROXY:
i. Please indicate with an “X” in the appropriate box how you wish the
proxy to vote.
ii. If no “X” is marked in any of the for/against/vote withheld boxes in
respect of a resolution, the proxy will exercise their discretion as to how
they vote or whether they withhold their vote. The proxy will also
exercise their discretion as to how they vote or whether they withhold
their vote on any business or resolution considered at the AGM other
than the resolutions referred to in this form of proxy.
iii. In accordance with sections 222 and 223 of The Companies (Guernsey)
Law 2008, you may appoint more than one person as your proxy to
exercise all or any rights to attend and to speak and vote.
iv. **A vote withheld is not a vote in law and will not be counted in the
calculation of the votes “For” and “Against” a resolution.
v. To be valid this form of proxy and any power of attorney or of the
authority under which it is executed (or a duly certified copy of such
power of attorney) must be lodged with the Company’s Registrar:
Computershare Investor Services (Guernsey) Limited, c/o The
Pavilions, Bridgwater Road, Bristol, BS99 6ZY or the registered office of
the Company c/o Apex Fund and Corporate Services (Guernsey)
Limited, 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey, GY1 2HL
by no later than 11:00 BST time on Tuesday, 21 October 2025, being 48
hours before the time appointed for the AGM. Completing and returning
this form of proxy will not prevent you from attending the meeting and
voting in person if you so wish.
vi. In order to revoke a proxy instruction, a member will need to send a
signed hard copy notice clearly stating their intention to revoke a proxy
appointment, together with the power of attorney or other authority (if
any) under which it is signed, or a notarially certified copy of such power
of attorney or authority, to the Company’s Registrar to the contact
details noted above.
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Tufton Assets Limited | Annual Report & Audited Financial Statements | For the year ended 30 June 2025
vii. A form of proxy executed by a corporation must be either under its
common seal or signed by an officer or attorney duly authorised by that
corporation.
viii. In the case of joint holdings, the signature of the first named member
on the Register of Members will be accepted to the exclusion of the
votes of the other joint holders.
ix. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey)
Regulations 2009, entitlement to attend and vote at the meeting and the
number of votes which may be cast thereat will be determined by
reference to the Register of Members of the Company at close of
business on the day which is two business days before the day of the
meeting. Changes to entries on the Register of Members after that time
shall be disregarded in determining the rights of any person to attend
and vote at the meeting.
81