21289086 2025-01-01 2025-12-31 21289086 2025-01-01 2025-12-31 1 21289086 2025-01-01 2025-12-31 1 21289086 2025-01-01 2025-12-31 1 21289086 2025-01-01 2025-12-31 2 21289086 2025-01-01 2025-12-31 3 21289086 2024-01-01 2024-12-31 21289086 2025-12-31 21289086 2024-12-31 21289086 2024-12-31 fsa:ContributedCapitalMember 21289086 2024-12-31 fsa:OtherReservesMember 21289086 2024-12-31 fsa:RetainedEarningsMember 21289086 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 21289086 2025-01-01 2025-12-31 fsa:OtherReservesMember 21289086 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 21289086 2025-12-31 fsa:ContributedCapitalMember 21289086 2025-12-31 fsa:OtherReservesMember 21289086 2025-12-31 fsa:RetainedEarningsMember 21289086 2024-01-01 2024-12-31 1 21289086 2025-01-01 2025-12-31 1 21289086 2023-12-31 21289086 2025-01-01 2025-12-31 2 iso4217:USD xbrli:pure Thomas Martinussen Clipper Bulk A/S Sundkrogsgade 19 2100 København Ø 21289086 København Weidekampsgade 6 2300 København S Statement by Management The Board of Directors and the Executive Board have today considered and approved the annual report of Clipper Bulk A/S for the financial year 01.01.2025 – 31.12.2025. The annual report is presented in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2025 and of the results of its operations and cash flows for the financial year 01.01.2025 – 31.12.2025. We believe that the management commentary contains a fair review of the affairs and conditions referred to therein. We recommend the annual report for adoption at the Annual General Meeting. Copenhagen, Amrit Peter Kalsi Thomas Martinussen Amrit Peter Kalsi Chairman Henrik Kvist-Jacobsen To the shareholder of Clipper Bulk A/S Opinion We have audited the financial statements of Clipper Bulk A/S for the financial year 01.01.2025 - 31.12.2025, which comprise the income statement, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2025 and of the results of its operations and cash flows for the financial year 01.01.2025 - 31.12.2025 in accordance with the Danish Financial Statements Act. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor’s responsibilities for the audit of the financial statements" section of this auditor’s report. We are independent of the Entity in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management's responsibilities for the financial statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines 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, Management is responsible for assessing the Entity’s ability to continue as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Entity or to cease operations, or has 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 and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, 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. 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 Entity’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the financial statements, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity’s ability to continue as a going concern. 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 Entity to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures in the notes, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. 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. Statement on the management commentary Management is responsible for the management commentary. Our opinion on the financial statements does not cover the management commentary, 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 management commentary and, in doing so, consider whether the management commentary is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the management commentary provides the information required by relevant law and regulations. Based on the work we have performed, we conclude that the management commentary is in accordance with the financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary. Copenhagen, Deloitte Statsautoriseret Revisionspartnerselskab 33963556 Martin Pieper State Authorised Public Accountant Management commentary Financial highlights 2025 2024 2023 2022 2021Key figuresUSD'000USD'000USD'000USD'000USD'000Gross profit/(loss) 18,142 16,656 13,762 21,043 16,183Operating profit/(loss) 589 683 586 1,015 861Net financials -553 199 -327 52 267Profit for the year 1,003 2,289 1,298 1,891 1,981Investment in property, plant and equipment 66 1,262 234 69 499Assets, total 43,102 40,998 37,253 46,684 42,902Equity 33,262 31,976 29,687 28,390 26,499Cash flows from operating activities 653 -1,163 385 -1,344 632Cash flows from (used in) investing activities 1,104 383 353 1,223 635Cash flows from financing ac tivities -409 532 -119 -427 -1,223RatiosReturn on equity (%) 3.07 7.43 4.47 6.89 7.77Equity ratio (%) 77.17 77.99 79.69 60.81 61.77Financial highlights are defined and calculated in accordance with the current version of “Recommendations & Ratios” issued by the CFA Society Denmark. Return on equity (%): Profit/loss for the year * 100 Average equity Equity ratio (%): Equity * 100 Total assets Development in activities and finances The profit for the year is 1,003 tUSD and the Company has an equity of 33,262 tUSD at December 31, 2025. The result of the year is considered satisfying. Profit/loss for the year in relation to expected developments Clipper Bulk A/S have realized a result for the year, which was in line with expectations. Outlook Overall, for 2026 Clipper Bulk A/S expects an operating result within the range of 6-8% of revenue, in line with 2025. Events after the balance sheet date In January 2026, an associate to Clipper Bulk A/S has made an agreement to sell its shares in associated companies at an expected price above book value. The sale is subject to final approval by relevant authorities and is expected to be finalized during 2026. Besides this, no further material events have occurred after the balance sheet. Primary activities The Company's primary activities involve commercial management of vessels globally. Furthermore, the Company owned 37,50% in Steel Connect Cooperatief U.A., which had part ownership in a steel terminal in Altamira, Mexico. 18142000 16656000 16589000 14954000 964000 1019000 589000 683000 33000 -232000 755000 1646000 1377000 2097000 70000 761000 623000 562000 824000 2296000 -179000 7000 1003000 2289000 436000 893000 436000 893000 3574000 4015000 3574000 4015000 0 12000 5569000 5569000 5569000 5581000 9579000 10489000 738000 295000 29304000 28103000 234000 0 1052000 1170000 342000 0 1853000 941000 33523000 30509000 43102000 40998000 35385000 35385000 283000 0 -2406000 -3409000 33262000 31976000 3184000 3264000 1009000 875000 4193000 4139000 486000 381000 455000 566000 2082000 1423000 2624000 2513000 5647000 4883000 9840000 9022000 43102000 40998000 35385000 0 -3409000 31976000 0 0 1003000 1003000 0 -731000 0 -731000 0 1014000 0 1014000 35385000 283000 -2406000 33262000 Operating profit/loss Operating profit/loss 589000 683000 964000 1019000 -351000 -3000000 1202000 -1298000 109000 505000 243000 370000 1068000 -1163000 66000 1263000 755000 1646000 689000 383000 -1757000 780000 409000 -532000 -409000 532000 1348000 -248000 941000 1125000 -436000 65000 1853000 941000 1 Events after the balance sheet date In January 2026, an associate to Clipper Bulk A/S has made an agreement to sell its shares in associated companies at an expected price above book value. The sale is subject to final approval by relevant authorities and is expected to be finalized during 2026. Besides this, no further material events have occurred after the balance sheet. 2 Staff costs 2025 2024USD'000 USD'000Wages and salaries 13,699 12,362 Pension cost 1,591 1,393 Other social security cost 141 133 Other staff cost 1,158 1,066 16,589 14,954 3 Depreciation, amortization 2025 2024USD'000 USD'000Amortisation of intangible assets 457 462 Depreciation of property, plant and equipment 507 557 964 1,019 69 63 Remuneration of management Executive board 151 97 The Executive management and board of directors receive its entire annual remuneration for being key management persons for multiple entities within the whole Clipper Group from Clipper Bulk A/S. The above remuneration represents an estimated amount for being members of the executive management and board of directors of Clipper Bulk A/S only. 4 Tax on profit/loss for the year 2025 2024USD'000 USD'000Tax for the year 0 13Adjustments to prior years 179 -6Total tax 179 7 6 Intangible assets Aquired intangible assetsUSD'000Cost beginning of year 3,806Additions 0Cost end of year 3,806Amortisation and impairment losses beginning of year 2,913Amortisation for the year 457Amortisation and impairment losses end of year 3,3700Carrying amount end of year 436 7 Property, plant and equipment Leased assets& leaseehold improvementsUSD'000Cost beginning of year 6,281Additions 66Cost end of year 6,347Depreciation and impairment losses beginning of year 2,266Depreciation for the year 507Depreciation and impairment losses end of year 2,773Carrying amount end of year 3,574 1003000 2289000 8 Financial assets Investments in group Investment in enterprisesassociatesUSD'000 USD'000Cost beginning of year 729 5,569Disposal -729 0Cost end of year 0 5,569Impairment losses beginning of year 717 0Share of profit/loss for the year 33 0Disposal -750 0Impairment losses end of year 0 0Carrying amount end of year 0 5,569Investment in group enterprises consists of: Clipper Bulk Transportes Maritimos Ltda. This entity was liquidated during 2025. 8 Prepayments The prepayments relate to various prepaid expenses, such as prepaid insurance, IT-cost, heating and other common expenses. 10 Non-current liabilities other than provisions Other Lease liabilitiespayablesUSD'000 USD'000Due within 1 year 486 2,624Due 1 - 5 years 2,357 0Due after 5 years 827 1,009 11 Contingent liabilities The Entity participates in a Danish joint taxation arrangement where Clipper Group Ltd. serves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Entity is therefore liable for income taxes etc. for the jointly taxed entities, and for obligations, if any, relating to the withholding of tax on interest, royalties and dividend for the jointly taxed entities. The jointly taxed entities' total known net liability under the joint taxation arrangement is disclosed in the administration company's financial statements. 12 Transactions with related parties Other relatedParent parties USD'000 USD'000Revenue 16,478 2,477Administration and overhead 0 -7,688Lease assets 0 3,149Receivables 28,855 449Lease liability 0 -3,670Liabilities other than provisions 0 -2,08213 Group relations Name and registered office of the Parent preparing consolidated financial statements for the largest group: Clipper Group Ltd. #45 West Bay Street Campbell Maritime Centre Nassau, N. P., The Bahamas Name and registered office of the Parent preparing consolidated financial statements for the smallest group: Clipper Bulk Shipping Ltd. 3 Bayside Executive Park West Bay Street & Blake Road P.O. Box N-4875 Nassau, The Bahamas None of the consolidated financial statements are publicly available. true As the Company's functional currency is in USD, the annual report has been presented in USD as the reporting currency. The exchange rate for DKK against USD is 6.35 as December 31, 2025 (2024: 7.21). Recognition and measurement Assets are recognized in the balance sheet when it is probable as a result of a prior event that future economic benefits will flow to the Entity, and the value of the asset can be measured reliably. Liabilities are recognized in the balance sheet when the Entity has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is affected as described below for each financial statement item. Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement. Income is recognized in the income statement when earned, whereas costs are recognized by the amounts attributable to this financial year Income statement Gross profit or loss Gross profit or loss comprises revenue, and external expenses. Revenue Revenue comprises commercial management fee. Income from management and administration services is recognized as the value of the remuneration that the Company is expected to be entitled to receive for the supply of services under the agreements. Net turnover is calculated excluding amounts collected on behalf of third parties, such as VAT and taxes. Revenue related to management and administration agreements is recognized over time based on costs. The transaction price is allocated between the individual performance obligations consisting of management and administrative services, proportionate to each obligation on the basis of the relative selling price of each service. Derivative financial instruments and hedging of currency risks The Company occasionally uses forward exchange contracts to hedge currency risks with the objective of fixing the DKK value of expected USD income to cover known DKK expenses. The purpose is to reduce fluctuations in cash flows arising from changes in the USD/DKK exchange rate. Derivative financial instruments are initially recognised at fair value on the trade date and are subsequently measured at fair value at the balance sheet date. Cash flow hedge Forward exchange contracts that hedge highly probable future USD cash flows are accounted for as cash flow hedges when the conditions for hedge accounting are met. The hedging relationship is documented at inception, and hedge effectiveness is assessed on an ongoing basis. The effective portion of changes in fair value is recognised directly in equity under the reserve for hedging transactions, while the ineffective portion is recognised in the income statement under financial items. When the hedged transaction is realised, the accumulated amount in equity is reclassified to the income statement in the same line item as the hedged item. If the conditions for hedge accounting are not met, changes in fair value are recognised on an ongoing basis in the income statement under financial items. Other external expenses Other external expenses include expenses relating to the Company’s ordinary activities, including expenses for premises, stationery and office supplies, IT costs, etc. Staff costs Staff costs comprise salaries and wages as well as social security contributions, pension contributions, etc. Depreciation, amortization. Depreciation, amortization relating to property, plant and equipment and intangible assets comprise depreciation, amortization for the financial year, and gains and losses from the sale of intangible assets and property, plant and equipment. Income from investments in group enterprises Income from investments in group enterprises comprises the pro rata share of the individual enterprises’ profit/loss after full elimination of intra-group profits or losses. Income from investments in associates Income from investments in associates comprises dividends etc. received from the individual associates in the financial year. Other financial income Other financial income includes interest and foreign exchange rate translation gains. Other financial expenses Other financial expenses include interest and foreign exchange rate translation losses. Tax on profit/loss for the year Tax for the year, which consists of current tax for the year and changes in deferred tax, is recognized in the income statement by the portion attributable to the profit for the year and recognized directly in equity by the portion attributable to entries directly in equity. The Entity participates in a joint taxation. The current Danish income tax is allocated among the jointly taxed entities proportionally to their taxable income (full allocation with a refund concerning tax losses). Balance sheet Intangible assets Intellectual property rights comprise software licenses. Intellectual property rights acquired are measured at cost less accumulated amortization. Intellectual property rights etc. are written down to the lower recoverable amount and carrying amount. Lease agreements Lease assets consist of lease agreements and leasehold improvements. a) Leases and leasing liabilities are recognized in the balance sheet, measured for the first time at the present value of future lease payments. b) Depreciation and impairment losses of leasing assets and interest on lease liabilities are recognized in the income statement. c) The total lease payment is divided into installments on the lease liability (shown under financing activities in the cash flow statement) or interest (shown under operating activities in the cash flow statement). If the lease contains elements which are not leased (e.g. a service contract on the leased assets), these are excluded from the lease payment based on the individual selling prices of the items and are recognized separately. Lease assets are written down to recoverable amount if this is lower than the carrying amount. Investments in group enterprises Investments in group enterprises are recognized and measured according to the equity method. This means that investments are measured at the pro rata share of the enterprises’ equity value. Investments in group enterprises are written down to the lower recoverable amount and carrying amount. Investments in associates Investments in associates are measured at cost. Investments are written down to the lower recoverable amount and carrying amount. The company has no significant influence in its associated entity. Receivables Receivables are measured at amortized cost, usually equaling nominal value, less write-downs for bad and doubtful debts. Prepayments The prepayments relate to various prepaid expenses, such as prepaid insurance, IT cost, heating and other common expenses. Cash Cash comprises cash in hand and bank deposits. Lease liabilities Lease liabilities relating to assets held under finance leases are recognized in the balance sheet as liabilities other than provisions, and, at the time of inception of the lease, measured at the present value of future lease payments. Subsequent to initial recognition, lease liabilities are measured at amortized cost. The difference between present value and nominal amount of the lease payments is recognized in the income statement as a financial expense over the term of the leases. Other financial liabilities Other financial liabilities (trade and other payables) are measured at amortized cost, which usually corresponds to nominal value. Tax receivable or payable Current tax receivable or payable is recognized in the balance sheet, stated as tax computed on this year's taxable income, adjusted for prepaid tax. Cash flow statement The cash flow statement shows cash flows from operating, investing and financing activities, and cash and cash equivalents at the beginning and the end of the financial year. Cash flows from operating activities are presented using the indirect method and calculated as the operating profit/loss adjusted for non-cash operating items, working capital changes and income taxes paid. Cash flows from investing activities comprise payments in connection with acquisition and divestment of enterprises, activities and fixed asset investments, and purchase, development, improvement and sale, etc. of property, plant and equipment. Cash flows from financing activities comprise changes in the size or composition of the contributed capital and related costs, and the raising of loans, repayments of interest-bearing debt and payment of dividend. Annual report Auditor's report on audited financial statements ParsePort XBRL Converter 2025-01-01 2025-12-31 2024-01-01 2024-12-31 2026-03-20 Reporting class C, medium-size enterprise 2026-03-20 21289086 Clipper Bulk A/S Sundkrogsgade 19 2100 København Ø Opinion Basis for Opinion 2026-03-20 mne44063 Niels Bagh Laursen State Authorised Public Accountant mne51085 33963556 Deloitte Statsautoriseret Revisionspartnerselskab Weidekampsgade 6 2300 København S