Morningstar® Document Research℠ FORM 10-KDORIAN LPG LTD. - LPGFiled: May 31, 2016 (period: March 31, 2016)Annual report with a comprehensive overview of the companyThe information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The userassumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot belimited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36437 Dorian LPG Ltd.(Exact name of registrant as specified in its charter) Marshall Islands 66-0818228(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 27 Signal Road, Stamford, CT 06902(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (203) 674-9900 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Name of Each Exchange on Which RegisteredCommon stock, par value $0.01 per sharePreferred stock purchase rights New York Stock ExchangeNew York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes ☒ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files). Yes ☒ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer ☒Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No ☒ The aggregate market value of the registrant’s common stock held by non-affiliates, based upon the closing price of common stock as reported on the New York StockExchange as of September 30, 2015, was approximately $398,012,472. (For this purpose, all outstanding shares of common stock have been considered held by non-affiliates, other than the shares beneficially owned by directors, officers and shareholders of 10% or more of the registrant outstanding common shares, withoutconceding that any of the excluded parties are "affiliates" of the registrant for purposes of the federal securities laws.) As of May 26, 2016, there were 55,627,128shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for its 2016 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission, or theCommission, pursuant to Regulation 14A within 120 days after the end of the Registrant’s fiscal year covered by this Form 10-K are incorporated by reference intoPart III of this Form 10-K. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsTABLE OF CONTENTS PART I. ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 23 ITEM 1B. UNRESOLVED STAFF COMMENTS 45 ITEM 2. PROPERTIES 45 ITEM 3. LEGAL PROCEEDINGS 45 ITEM 4. MINE SAFETY DISCLOSURES 45 PART II. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES 46 ITEM 6. SELECTED FINANCIAL DATA 48 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS 51 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 70 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 72 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE 72 ITEM 9A. CONTROLS AND PROCEDURES 72 ITEM 9B. OTHER INFORMATION 73 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 74 ITEM 11. EXECUTIVE COMPENSATION 74 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDERS MATTERS 74 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE 74 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 74 PART IV. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 75 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsFORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Actof 1995, including analyses and other information based on forecasts of future results and estimates of amounts not yetdeterminable and statements relating to our future prospects, developments and business strategies. Forward-lookingstatements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,”“intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn,upon further assumptions, including without limitation, management’s examination of historical operating trends, datacontained in our records and other data available from third parties. Although we believe that these assumptions werereasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencieswhich are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve oraccomplish these expectations, beliefs or projections. In addition to important factors and matters discussed elsewhere in this report, and in the documents incorporated byreference herein, important factors that, in our view, could cause our actual results to differ materially from those discussed inthe forward-looking statements include: ·our future operating or financial results; ·our acquisitions, business strategy and expected capital spending or operating expenses; ·shipping trends, including changes in charter rates, scrapping rates and vessel and other asset values; ·factors affecting supply of and demand for liquefied petroleum gas, or LPG, shipping; ·changes in trading patterns that impact tonnage requirements ·general economic conditions and specific economic conditions in the oil and natural gas industry and thecountries and regions where LPG is produced and consumed; ·the supply of and demand for LPG, which is affected by the production levels and price of oil, refinedpetroleum products and natural gas, including production from U.S. shale fields; ·completion of infrastructure projects to support marine transportation of LPG, including export terminals andpipelines; ·oversupply of or limited demand for LPG vessels comparable to ours or higher specification vessels; ·competition in the LPG shipping industry; ·our ability to profitably employ our vessels, including vessels participating in the Helios Pool (defined below); ·the failure of our or the Helios Pool’s significant customers to perform their obligations to us or to the HeliosPool; ·performance of the Helios Pool; ·the loss or reduction in business from our or the Helios Pool’s significant customers; Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents·our financial condition and liquidity, including our ability to obtain financing in the future to fund capitalexpenditures, acquisitions and other general corporate activities, the terms of such financing and our ability tocomply with covenants set forth in our existing and future financing arrangements; ·our costs, including crew wages, insurance, provisions, repairs and maintenance, and general andadministrative expenses; ·our dependence on key personnel; ·availability of skilled workers and the related labor costs; ·the effects of new products and new technology in our industry; ·operating hazards in the maritime transportation industry, including piracy; ·adequacy of insurance coverage in the event of a catastrophic event; ·compliance with and changes to governmental, tax, environmental and safety laws and regulations; ·compliance with the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, or other applicableregulations relating to bribery; and ·the volatility of the price of our common shares. Actual results could differ materially from expectations expressed in the forward-looking statements if one or moreof the underlying assumptions or expectations proves to be inaccurate or is not realized. You should thoroughly read thisreport with the understanding that our actual future results may be materially different from and worse than what we expect.Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is notpossible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on ourbusiness or the extent to which any factor, or combination of factors, may cause actual results to differ materially from thosecontained in any forward-looking statements. We qualify all of the forward-looking statements by these cautionarystatements.We caution readers of this report not to place undue reliance on forward-looking statements. Any forward-looking statementscontained herein are made only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents PART I ITEM 1. BUSINESS Unless otherwise indicated, references to "Dorian," the "Company," "we," "our," "us," or similar terms refer toDorian LPG Ltd. and its subsidiaries and predecessors. The terms "Predecessor" and "Predecessor Business" refer to theowning companies of the four vessels that comprised our initial fleet (hereinafter referred to as our "Initial Fleet"), prior totheir acquisition by us. We use the term "VLGC" to refer to very large gas carriers and the term “PGC” to refer topressurized gas carriers. We use the term "LPG" to refer to liquefied petroleum gas and we use the term "cbm" to refer tocubic meters in describing the carrying capacity of our vessels. Unless otherwise indicated, all references to "U.S. dollars,""USD," "dollars," "U.S.$," and "$" in this report are to the lawful currency of the United States of America and references to"Norwegian Kroner" and "NOK" are to the lawful currency of Norway. Unless stated otherwise, the information below giveseffect to a one-for-five reverse stock split of our common shares effected on April 25, 2014. Overview We are a Marshall Islands corporation incorporated in the Marshall Islands on July 1, 2013 and headquartered in theUnited States. We are focused on owning and operating VLGCs in the LPG shipping industry. Our founding executives havemanaged vessels in the LPG shipping market since 2002. We currently own and operate a fleet of twenty-two VLGCs,including nineteen new fuel-efficient 84,000 cbm ECO-design VLGCs, or our ECO VLGCs, and three 82,000 cbm VLGCs.The twenty-two VLGCs in our fleet have an aggregate carrying capacity of approximately 1.8 million cbm and an averageage of 1.9 years as of May 26, 2016. We provide in-house commercial and technical management services for all of ourvessels, including our vessels deployed in the Helios Pool, which may receive commercial management services fromPhoenix (described below). Sixteen of our ECO VLGCs were constructed at Hyundai Heavy Industries Co., Ltd., or Hyundai, and three of ourECO VLGCs were constructed at Daewoo Shipping and Marine Engineering Ltd, or Daewoo. Our nineteen ECO VLGCs,which incorporate fuel efficiency and emission-reducing technologies and certain custom features, were acquired by us for anaggregate purchase price of $1.4 billion, which was financed with proceeds from a $758 million debt facility that we enteredinto in March 2015 with a group of banks and financial institutions, or the 2015 Debt Facility, proceeds from equityofferings, and cash generated from operations. These nineteen ECO VLGCs were delivered to us between July 2014 andFebruary 2016, seventeen of which were delivered during calendar year 2015 or later. On April 1, 2015, we and Phoenix Tankers Pte. Ltd., or Phoenix, a wholly-owned subsidiary of Mitsui OSK LinesLtd., a company not related to us, began operation of Helios LPG Pool LLC, or the Helios Pool, a joint venture owned 50%by us and 50% by Phoenix. We believe that the operation of certain of our VLGCs in this pool will allow us to achieve bettermarket coverage and utilization. Vessels entered into the Helios Pool are commercially managed jointly by Dorian LPG (UK)Ltd., our wholly-owned subsidiary, and Phoenix. The members of the Helios Pool share in the net pool revenues generated bythe entire group of vessels participating in the pool, weighted according to certain technical vessel characteristics, and netpool revenues are distributed as variable rate time charter hire to each participant. The vessels entered into the Helios Poolmay operate either in the spot market, pursuant to contracts of affreightment, or COAs, or on time charters of two years'duration or less. We and Phoenix have agreed that the Helios Pool will have a right of first refusal to operate each VLGC ofour respective fleets not employed on a time charter of more than two years' duration. In March 2016, the Helios Pool reachedan agreement with Oriental Energy Company Ltd., or Oriental Energy, one of the largest propane dehydrogenation plantoperators and LPG importers in China to operate eight VLGCs on its behalf. As of May 26, 2016, the Helios Pool operatedtwenty-four VLGCs, including eighteen of our vessels, four Phoenix vessels, and two Oriental Energy vessels. When fullydelivered, the Helios Pool will operate six additional VLGCs for Oriental Energy, some of which will be time chartered-in at afixed time charter hire rate. In addition, the Helios Pool has entered into a COA with Oriental Energy covering OrientalEnergy’s shipments from the United States Gulf, which gives us exposure to the growing Chinese LPG market. 1 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsOur Fleet The following table sets forth certain information regarding our fleet as of May 26, 2016: Capacity Sister ECO Charter (Cbm) Shipyard Ships Year Built Vessel Employment Expiration VLGCs Captain Nicholas ML 82,000 Hyundai A 2008 — Pool — Captain John NP 82,000 Hyundai A 2007 — Pool — Captain Markos NL 82,000 Hyundai A 2006 — Time Charter Q4 2019 Comet 84,000 Hyundai B 2014 X Time Charter Q3 2019 Corsair 84,000 Hyundai B 2014 X Time Charter Q3 2018 Corvette 84,000 Hyundai B 2015 X Pool — Cougar 84,000 Hyundai B 2015 X Pool — Concorde 84,000 Hyundai B 2015 X Pool — Cobra 84,000 Hyundai B 2015 X Pool Q3 2016 Continental 84,000 Hyundai B 2015 X Pool — Constitution 84,000 Hyundai B 2015 X Pool — Commodore 84,000 Hyundai B 2015 X Pool — Cresques 84,000 Daewoo C 2015 X Pool — Constellation 84,000 Hyundai B 2015 X Pool — Cheyenne 84,000 Hyundai B 2015 X Pool — Clermont 84,000 Hyundai B 2015 X Pool — Cratis 84,000 Daewoo C 2015 X Pool — Chaparral 84,000 Hyundai B 2015 X Pool — Copernicus 84,000 Daewoo C 2015 X Pool — Commander 84,000 Hyundai B 2015 X Time Charter Q4 2020 Challenger 84,000 Hyundai B 2015 X Pool Q2 2017 Caravelle 84,000 Hyundai B 2016 X Pool — Total 1,842,000 (1)Represents vessels with very low revolutions per minute, long‑stroke, electronically controlled engines, largerpropellers, advanced hull design, and low friction paint. (2)“Pool” indicates that the vessel is operated in the Helios Pool and receives as charter hire a portion of the netrevenues of the pool calculated according to a formula based on the vessel’s pro rata performance in the pool. (3)Represents calendar year quarters. (4)Currently on time charter with an oil major that began in December 2014. (5)Currently on time charter with an oil major that began in July 2014. (6)Currently on time charter with an oil major that began in July 2015. (7)Currently on time charter with an oil major within the Helios Pool that began in July 2015. (8)Currently on time charter with a major oil company that began in November 2015. (9)Currently on time charter with a trader within the Helios Pool that began in May 2016. 2 (1)(2)(3) (4)(5)(6)(7)(8)(9)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsThe LPG Shipping Industry International seaborne LPG transportation services are generally provided by two types of operators: LPGdistributors and traders and independent shipowner fleets. Traditionally the main trading route in our industry has been thetransport of LPG from the Arabian Gulf to Asia. With the emergence of the United States as a major LPG export hub, the U.S.Gulf to Asia has become an important trade route. Vessels are generally operated under time charters, bareboat charters, spotcharters, or contracts of affreightment. LPG distributors and traders use their fleets not only to transport their own LPG, butalso to transport LPG for third-party charterers in direct competition with independent owners and operators in the tankercharter market. We operate in markets that are highly competitive and based primarily on supply and demand of availablevessels. Generally, we compete for charters based upon charter rate, customer relationships, operating expertise, professionalreputation and vessel specifications (size, age and condition). We also believe that our in-house technical and commercialmanagement allows us to provide superior customer service and reliability which enhances our relationships with ourcharterers. Our industry is subject to strict environmental regulation, including emissions regulations, and we believe ourmodern, ECO-class fleet and our high level of crew training and vessel maintenance make us a preferred provider of VLGCtonnage.Our Customers Our customers, either directly or through the Helios Pool, include or have included global energy companies such asExxon Mobil Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc and Statoil ASA,commodity traders such as Itochu Corporation and the Vitol Group and importers such as E1 Corp., SK Gas Co. Ltd. andIndian Oil Corporation. See “Item 7. Management Discussion and Analysis—Overview” for a discussion of our customersthat accounted for more than 10% of our total revenues and “Item 1A. Risk Factors—We expect to be dependent on a limitednumber of customers for a material part of our revenues, and failure of such customers to meet their obligations could causeus to suffer losses or negatively impact our results of operations and cash flows.” For the year ended March 31, 2016,approximately 70.2% of our revenue was generated through the Helios Pool as net pool revenues—related parties. See “Item1A. Risk Factors—We and the Helios Pool operate exclusively in the LPG shipping industry. Due to our lack ofdiversification and the lack of diversification of the Helios Pool, adverse developments in the LPG shipping industry mayadversely affect our business, financial condition and operating results.” We intend to pursue a balanced chartering strategy by employing our vessels on a mix of multi-year time charters,some of which may include a profit-sharing component, shorter-term time charters, spot market voyages and COAs. Six of ourvessels are currently on fixed time charters, including two vessels on fixed time charter within the Helios Pool. These fixedtime charters have an average remaining term of 2.4 years as of May 26, 2016. See “Our Fleet” above for more information. Competition LPG carrier capacity is primarily a function of the size of the existing world fleet, the number of newbuildings beingdelivered and the scrapping of older vessels. According to industry sources, there were 1,377 LPG carriers with an aggregatecapacity of about 27.6 million cbm as of April 1, 2016. As of such date, a further 180 LPG carriers with an aggregate carryingcapacity of about 8.28 million cbm were on order for delivery by the end of 2018, equivalent to 30% of the existing fleet incapacity terms. In contrast to oil tankers and drybulk carriers, according to industry sources, the number of shipyards withLPG carrier experience is quite limited, and as such, a sudden influx of supply beyond what is already on order before 2017 isunlikely. In the VLGC sector in which we operate, as of April 1, 2016, there were 215 vessels with an aggregate carryingcapacity of 17.5 million cbm in the world fleet with 61 vessels on order for delivery by 2018. Our largest competitors for VLGC shipping services include BW LPG Limited, or BWLPG, Navigator Holdings Ltd.,or NVGS, Avance Gas Holding Ltd., or Avance, Petredec, Astomos Energy Corporation and a number of smaller, closely heldvessel owners. According to industry sources, there were approximately 55 owners in the entire worldwide VLGC fleet as ofApril 1, 2016, with the top ten owners possessing 51% of the total carrying capacity in service. Competition for thetransportation of LPG depends on the price, location, size, age, condition and acceptability of the vessel to the charterer. Webelieve we own and operate the youngest and second largest fleet in the VLGC size segment,3 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentswhich, in our view, enhances our position relative to that of our competitors. But see “Item 1A. Risk Factors—We will facesubstantial competition in trying to expand relationships with existing customers and obtain new customers.” Seasonality Liquefied gases are primarily used for industrial and domestic heating, as a chemical and refinery feedstock, as atransportation fuel and in agriculture. The LPG shipping market is typically stronger in the spring and summer months inanticipation of increased consumption of propane and butane for heating during the winter months. In addition,unpredictable weather patterns in these months tend to disrupt vessel scheduling and the supply of certain commodities.Demand for our vessels therefore may be stronger in our quarters ending June 30 and September 30 and relatively weakerduring our quarters ending December 31 and March 31, although 12-month time charter rates tend to smooth these short-termfluctuations. To the extent any of our time charters expire during the relatively weaker fiscal quarters ending December 31and March 31, it may not be possible to re-charter our vessels at similar rates. As a result, we may have to accept lower rates orexperience off-hire time for our vessels, which may adversely impact our business, financial condition and operating results. Employees As of March 31, 2016, we employed 67 persons in our offices in the United States, Greece and the United Kingdom.In addition to our shore-based employees, we had approximately 530 seafaring staff serving on our owned vessels. Seafarersare sourced from seafarer recruitment and placement service agencies and are employed with short-term employmentcontracts. Classification, Inspection and Maintenance Every large, commercial seagoing vessel must be "classed" by a classification society. A classification societycertifies that a vessel is "in class," signifying that the vessel has been built and maintained in accordance with the rules of theclassification society and the vessel's country of registry and the international conventions of which that country is amember. In addition, where surveys are required by international conventions and corresponding laws and ordinances of aflag state, the classification society will undertake them on application or by official order, acting on behalf of the authoritiesconcerned. For maintenance of the class certificate, regular and special surveys of hull, machinery, including the electrical plantand any special equipment classed, are required to be performed by the classification society, to ensure continuingcompliance. Vessels are drydocked at least once during a five‑year class cycle for inspection of the underwater parts and forrepairs related to inspections. Vessels under five years of age can waive drydocking provided the vessel is inspectedunderwater. If any defects are found, the classification surveyor will issue a "recommendation" which must be rectified by theshipowner within prescribed time limits. The classification society also undertakes on request of the flag state other surveysand checks that are required by the regulations and requirements of that flag state. These surveys are subject to agreementsmade in each individual case and/or to the regulations of the country concerned. Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in class" by aclassification society, which is a member of the International Association of Classification Societies, or the IACS. InDecember 2013, the IACS adopted harmonized Common Structure Rules that align with International MaritimeOrganization, or the IMO, goal standards. Our VLGCs are currently classed with Lloyd's Register, the American Bureau ofShipping, or ABS, or Det Norske Veritas, all members of the IACS. All of the vessels in our fleet have been awardedInternational Safety Management, or ISM, certification and are currently "in class." We also carry out inspections of the ships on a regular basis; both at sea and while the vessels are in port. The resultsof these inspections are documented in a report containing recommendations for improvements to the overall condition ofthe vessel, maintenance, safety and crew welfare. Based in part on these evaluations, we create and implement a program ofcontinual maintenance and improvement for our vessels and their systems. 4 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsSafety, Management of Ship Operations and Administration Safety is our top operational priority. Our vessels are operated in a manner intended to protect the safety and healthof the crew, the general public and the environment. We actively manage the risks inherent in our business and arecommitted to preventing incidents that threaten safety, such as groundings, fires and collisions. We are also committed toreducing emissions and waste generation. We have established key performance indicators to facilitate regular monitoring ofour operational performance. We set targets on an annual basis to drive continuous improvement, and we review performanceindicators every three months to determine if remedial action is necessary to reach our targets. Our shore staff performs a fullrange of technical, commercial and business development services for us. This staff also provides administrative support toour operations in finance, accounting and human resources. Risk of Loss and Insurance The operation of any vessel, including LPG carriers, has inherent risks. These risks include mechanical failure,personal injury, collision, property loss, vessel or cargo loss or damage and business interruption due to politicalcircumstances in foreign countries or hostilities. In addition, there is always an inherent possibility of marine disaster,including explosions, spills and other environmental mishaps, and the liabilities arising from owning and operating vesselsin international trade. We believe that our present insurance coverage is adequate to protect us against the accident relatedrisks involved in the conduct of our business and that we maintain appropriate levels of environmental damage and pollutioninsurance coverage consistent with standard industry practice. However, not all risks can be insured, and there can be noguarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage atreasonable rates. We have obtained hull and machinery insurance on all our vessels against marine and war risks, which include therisks of damage to our vessels, salvage or towing costs, and actual or constructive total loss. However, our insurance policiescontain deductible amounts for which we are responsible. We have also arranged additional total loss coverage for eachvessel. This coverage, which is called hull interest and freight interest coverage, provides us additional coverage in the eventof the total loss of a vessel. We have also obtained loss of hire insurance to protect us against loss of income in the event one of our vesselscannot be employed due to damage that is covered under the terms of our hull and machinery insurance (marine and warrisks). Under our loss of hire policies, our insurer will pay us an agreed daily rate in respect of each VLGC in excess of 180deductible days for the time that the vessel is out of service as a result of damage, for a maximum of 180 days. Protection and indemnity insurance, which covers our third party legal liabilities in connection with our shippingactivities, is provided by mutual protection and indemnity associations, or P&I clubs. This insurance includes third partyliability and other expenses related to the injury or death of crew members, passengers and other third parties, loss or damageto cargo, claims arising from collisions with other vessels or from contact with jetties or wharves and other damage to otherthird party property, including pollution arising from oil or other substances, and other related costs, including wreckremoval. Subject to the capping discussed below, our coverage, except for pollution, is unlimited. Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. Thethirteen P&I clubs that comprise the International Group of Protection and Indemnity Clubs, or the International Group,insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure eachassociation's liabilities. Each P&I club has capped its exposure in this pooling agreement so that the maximum claim coveredby the pool and its reinsurance would be approximately $5.45 billion per accident or occurrence. We are a member of threeP&I Clubs: The Standard Club Ltd., The United Kingdom Mutual Steamship Assurance Association (Bermuda) Limited andThe London Steam‑Ship Owners' Mutual Insurance Association Limited. As a member of these P&I clubs, we are subject to acall for additional premiums based on the clubs' claims record, as well as the claims record of all other members of the P&Iclubs comprising the International Group. However, our P&I clubs have reinsured the risk of additional premium calls tolimit our additional exposure. This reinsurance is subject to a cap, and there is the risk that the full amount of the additionalcall would not be covered by this reinsurance. 5 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsEnvironmental and Other Regulation General Governmental and international agencies extensively regulate the carriage, handling, storage and regasification ofLPG. These regulations include international conventions and national, state and local laws and regulations in the countrieswhere our vessels now or, in the future, will operate or where our vessels are registered. We cannot predict the ultimate cost ofcomplying with these regulations, or the impact that these regulations will have on the resale value or useful lives of ourvessels. Various governmental and quasi-governmental agencies require us to obtain permits, licenses and certificates for theoperation of our vessels. For the years ending March 31, 2017 and 2018, we estimate that capital expenditures for reducingour environmental emissions would total approximately $0.6 million on two of our VLGCs relating to performanceenhancing devices to achieve power savings resulting in lower fuel consumption. Although we believe that we are substantially in compliance with applicable environmental laws and regulationsand have all permits, licenses and certificates required for our vessels, future non‑compliance or failure to maintain necessarypermits or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of ourvessels. A variety of governmental and private entities inspect our vessels on both a scheduled and unscheduled basis. Theseentities, each of which may have unique requirements and each of which conducts frequent inspections, include local portauthorities, such as the U.S. Coast Guard, or USCG, harbor master or equivalent, classification societies, flag state, or theadministration of the country of registry, charterers, terminal operators and LPG producers. International Maritime Organization Regulation of LPG Vessels The IMO is the United Nations' agency that provides international regulations governing shipping and internationalmaritime trade, including the International Convention on Civil Liability for Oil Pollution Damage, the InternationalConvention on Civil Liability for Bunker Oil Pollution Damage, and the International Convention for the Prevention ofPollution from Ships, or the MARPOL. The flag state, as discussed in the United Nations Convention on Law of the Sea, hasoverall responsibility for the implementation and enforcement of international maritime regulations for all ships granted theright to fly its flag. The "Shipping Industry Guidelines on Flag State Performance" evaluates flag states based on factors suchas sufficiency of infrastructure, ratification of international maritime treaties, implementation and enforcement ofinternational maritime regulations, supervision of surveys, casualty investigations, and participation at IMO meetings. Eachof our vessels is flagged in the Bahamas. The requirements contained in the International Management Code for the SafeOperation of Ships and Pollution Prevention, or the ISM Code, promulgated by the IMO, govern our operations. Amongother requirements, the ISM Code requires shipowners, ship managers and bareboat charterers to develop and maintain anextensive safety management system that includes, among other things, the adoption of policies for safety and environmentalprotection setting forth instructions and procedures for operating its vessels safely and also describing procedures forresponding to emergencies. We are compliant with the requirement to hold a Document of Compliance under the ISM Codefor LPG ships (Gas carriers). Vessels that transport gas, including LPG carriers, are also subject to regulation under the IMO's International Codefor the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk Gas Carrier Code, or the IGC Code. The IGCCode and similar regulations in individual member states, address fire and explosion risk posed by the transport of liquefiedgases. Collectively these standards and regulations impose detailed requirements relating to the design and arrangement orcargo tanks, vents, and pipes; construction materials and compatibility; cargo pressure; and temperature control. Compliancewith the IGC Code must be evidenced by a Certificate of Fitness for the Carriage of Liquefied Gases of Bulk. Each of ourvessels is in compliance with the IGC Code. Non‑compliance with the IGC Code or other applicable IMO regulations maysubject a shipowner or a bareboat charterer to increased liability, may lead to decreases in available insurance coverage foraffected vessels and may result in the denial of access to, or detention in, some ports. The IMO also periodically amends the International Convention for the Safety of Life at Sea 1974 and its protocolof 1988, otherwise known as SOLAS, and its implementing regulations. SOLAS includes construction, equipment, andprocedure requirements to assure the safe operation of commercial vessels. Among other things, SOLAS requires lifeboats andother life‑saving appliances be provided on vessels and mandates the use of the Global Maritime Distress and Safety System,an international radio equipment and watchkeeping standard, afloat and at shore stations. The IMO has also6 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsadopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW.New SOLAS safety requirements relating to lifeboats and safe manning of vessels that were adopted in May 2012 came intoeffect on January 1, 2014. Flag states that have ratified SOLAS and STCW generally employ the classification societies,which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance. In the wake of increased worldwide security concerns, after the September 11, 2001 attack in the United States, theIMO amended SOLAS and added the International Ship and Port Facilities Security Code, or ISPS, as a new chapter to thatconvention. The objective of the ISPS, which came into effect on July 1, 2004, is to detect security threats and takepreventive measures against security incidents affecting ships or port facilities. Amendments to SOLAS Chapter VII, mademandatory in 2004, apply to vessels transporting dangerous goods and require those vessels to be in compliance with theInternational Maritime Dangerous Goods Code, or IMDG Code. We have developed Ship Security Plans, appointed andtrained Ship and Office Security Officers and all of our vessels have been certified to meet the ISPS Code requirements. SOLAS and other IMO regulations concerning safety, including those relating to treaties on training of shipboardpersonnel, lifesaving appliances, radio equipment and the global maritime distress and safety system, are applicable to ouroperations. Non‑compliance with these IMO regulations may subject us to increased liability or penalties, may lead todecreases in available insurance coverage for affected vessels and may result in the denial of access to or detention in someports. For example, the USCG and European Union, or EU, authorities have indicated that vessels not in compliance with theISM Code will be prohibited from trading in U.S. and EU ports. The MARPOL Convention establishes environmental standards relating to oil leakage or spilling, garbagemanagement, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances carriedin bulk, liquid or packaged form. The IMO amended Annex I to MARPOL by adding a new regulation relating to oil fuel tank protection that appliesto various ships delivered on or after August 1, 2010. It includes requirements for the protected location of the fuel tanks,performance standards for accidental oil fuel outflow, a tank capacity limit and certain other maintenance, inspection andengineering standards. IMO regulations also require owners and operators of vessels to adopt Ship Oil Pollution EmergencyPlans. Periodic training and drills for response personnel and for vessels and their crews are required. In 2012, the IMO's Marine Environmental Protection Committee, or MEPC, adopted a resolution amending theInternational Code for the Construction of Equipment of Ships Carrying Dangerous Chemicals in Bulk, or IBC Code. Theprovisions of the IBC Code are mandatory under MARPOL and SOLAS. These amendments, which entered into force in June2014, pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identifyingnew products that fall under the IBC Code. In May 2014, additional amendments to the IBC Code were adopted that becameeffective in January 2016. These amendments pertain to the installation of stability instruments and cargo tank purging. OurECO VLGCs are equipped with stability instruments and cargo tank purging. We may need to make certain financialexpenditures to comply with these amendments for the remaining VLGCs. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations,if any, may be passed by the IMO and what effect, if any, such regulation may have on our operations. Air Emissions In September 1997, the IMO adopted MARPOL 73/78 Annex VI "Regulations for the prevention of Air Pollution" toMARPOL, or Annex VI, to address air pollution from ships. Annex VI came into force on May 19, 2005. It applies to allships, fixed and floating drilling rigs and other floating platforms, sets limits on sulfur oxide and nitrogen oxide emissionsfrom ship exhausts, and prohibits deliberate emissions of ozone depleting substances, such as chlorofluoro carbons."Deliberate emissions" are not limited to times when the ship is at sea; they can for example include discharges occurring inthe course of the ship's repair and maintenance. Shipboard incineration (from incinerators installed after January 1, 2000) ofcertain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. Annex VI also includes a global cap onsulfur content of fuel oil and allows for more stringent controls on sulfur emissions in special coastal areas known asEmission Control Areas, or ECAs, designated by the MEPC. Ships weighing more than 400 gross7 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentstons and engaged in international voyages involving countries that have ratified the conventions, or ships flying the flag ofthose countries, are required to have an International Air Pollution Prevention Certificate, or an IAPP Certificate. Annex VIhas been ratified by some but not all IMO member states. Annex VI came into force in the United States on January 8, 2009.All the vessels in our operating fleet have been issued IAPP Certificates. Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new marineengines, depending on their date of installation. The U.S. Environmental Protection Agency, or the EPA, promulgatedequivalent (and in some senses stricter) emissions standards in late 2009. As a result of these designations or similar futuredesignations, we may be required to incur additional operating or other costs. On July 1, 2010, amendments to Annex VI that require progressively stricter limitations on sulfur emissions fromships took effect. As of January 1, 2012, fuel used to power ships was not permitted to contain more than 3.5% sulfur. Thiscap will then decrease progressively until it reaches 0.5% by January 1, 2020, subject to a feasibility review to be completedno later than 2018. However, in ECAs such as the North America ECA fuels cannot contain more than 0.1% sulfur as ofJanuary 1, 2015. The Annex VI amendments also establish new tiers of stringent nitrogen oxide emissions standards for newmarine engines, depending on their date of installation. Further, the European directive 2005/33/EU, which became effectiveon January 1, 2010, bans the use of fuel oils containing more than 0.1% sulfur by mass by any merchant vessel while at berthin any EU country. Our vessels have achieved compliance, where necessary, with both the applicable IMO and EU sulfurregulations, by being arranged to burn compliant fuels for the area of their operation. Additionally, as discussed above, more stringent emission standards could apply in coastal areas designated asECAs, such as the United States and Canadian coastal areas designated by the MEPC. U.S. air emissions standards are nowequivalent to these amended Annex VI requirements, and once these amendments become effective, we may incur costs tocomply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could requirethe installation of expensive emission control systems. Ballast Water Management Convention The IMO adopted the International Convention for the Control and Management of Ships' Ballast Water andSediments, or the BWM Convention, in February 2004. The BWM will not enter into force until 12 months after it has beenadopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world'smerchant shipping tonnage. As of late March 2016, 49 states had adopted the BWM Convention, coming close to the 35%threshold. Notwithstanding the foregoing, the BWM Convention has not been ratified. Proposals regarding implementationhave recently been submitted to the IMO, but we cannot predict the ultimate timing for ratification. Many of theimplementation dates originally written into the BWM Convention have already passed, so on December 4, 2013, the IMOAssembly has passed a resolution revising the dates of applicability of the requirements of the BWM Convention so that theyare triggered by the entry into force dated, and not the dates originally in the BWM Convention. This in effect makes allvessels constructed before the entry into force date “existing vessels,” and delayed the date for installation of ballast watermanagement systems on vessels until the first renewal survey following entry into force of the convention. Furthermore, inOctober 2014 the MEPC met and adopted additional resolutions concerning the BWM Convention’s implementation. Uponentry into force of the BWM Convention, mid-ocean ballast exchange would become mandatory. When mid-ocean ballastexchange or ballast water treatment requirements become mandatory, the cost of compliance could increase for oceancarriers, and the costs of ballast water treatment, may be material. However, many countries already regulate the discharge ofballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via suchdischarges. The United States, for example, requires vessels entering its waters from another country to conduct mid-oceanballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Although we donot believe the costs of compliance with mandatory mid-ocean ballast exchange would be material, it is difficult to predictthe overall impact of such a requirement on our operations. Bunkers Convention / Civil Liability Convention State Certificates The International Convention on Civil Liability for Bunker Oil Pollution Damaged of 2001, or the BunkerConvention, entered into force on November 21, 2008. The Bunker Convention provides a liability, compensation andcompulsory insurance system for the victims of oil pollution damage caused by spills of bunker oil. The Bunker8 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsConvention requires the ship owner liable to pay compensation for pollution damage (including the cost of preventivemeasures) caused in the territory, including the territorial sea of a State Party, as well as its economic zone or equivalent area.Registered owners of any sea going vessel and seaborne craft over 1,000 gross tonnage, of any type whatsoever, andregistered in a State Party, or entering or leaving a port in the territory of a State Party, will be required to maintain insurancewhich meets the requirements of the Bunker Convention, an amount equal to the limits of liability under the applicablenational or international limitation regime (but not exceeding the amount calculated in accordance with the BunkerConvention on Limitation of Liability for Maritime Claims of 1976, as amended, or the LLMC) and to obtain a certificateissued by a State Party attesting that such insurance is in force. The State issued certificate must be carried on board at alltimes. With respect to non-ratifying states, liability for spills or releases of bunker fuel is determined by the national or otherdomestic laws in the jurisdiction where the events or damage occur. Many countries have ratified and follow the liability plan adopted by the IMO and set out in the InternationalConvention on Civil Liability for Oil Pollution Damage of 1969, as amended in 2000, or CLC. Under this convention anddepending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel'sregistered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge ofpersistent oil, subject to certain complete defenses. The limited liability protections are forfeited under the CLC where thespill is caused by the owner's personal fault and under the 1992 Protocol where the spill is caused by the owner's personal actor omission or by intentional or reckless conduct. Vessels trading to states that are parties to these conventions must provideevidence of insurance covering the liability of the owner. In jurisdictions such as the United States where the CLC or the Bunkers Convention has not been adopted, variouslegislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis. P&I Clubs in the International Group issue the required Bunkers Convention "Blue Cards" to enable signatory statesto issue certificates. All of our vessels are in possession of a CLC State‑issued certificate attesting that the required insurancecoverage is in force. Anti‑‑Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships,or the Anti‑fouling Convention. The Anti‑fouling Convention, which entered into force on September 17, 2008, prohibitsthe use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.Vessels of over 400 gross tons engaged in international voyages must obtain an International Anti‑fouling SystemCertificate, or AFS, and undergo a survey before the vessel is put into service or when the antifouling systems are altered orreplaced. We have obtained AFSs for all of our vessels, which are subject to the Anti‑fouling Convention, and do not believethat maintaining such certificates will have an adverse financial impact on the operation of our vessels. United States Environmental Regulation of LPG Vessels Our vessels operating in U.S. waters now, or in the future, are or will be subject to various federal, state and locallaws and regulations relating to protection of the environment. In some cases, these laws and regulations require us to obtaingovernmental permits and authorizations before we may conduct certain activities. These environmental laws andregulations may impose substantial penalties for noncompliance and substantial liabilities for pollution. Failure to complywith these laws and regulations may result in substantial civil and criminal fines and penalties. As with the industrygenerally, our operations will entail risks in these areas, and compliance with these laws and regulations, which may besubject to frequent revisions and reinterpretation, increases our overall cost of business. Oil Pollution Act and Comprehensive Environmental Response, Compensation, and Liability Act The U.S. Oil Pollution Act of 1990, or OPA90, established an extensive regulatory and liability regime forenvironmental protection and cleanup of oil spills. OPA90 affects all owners and operators whose vessels trade with theUnited States or its territories or possessions, or whose vessels operate in the waters of the United States, which include theU.S. territorial waters and the two hundred nautical mile exclusive economic zone of the United States. The ComprehensiveEnvironmental Response, Compensation, and Liability Act, or CERCLA, applies to the discharge of9 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentshazardous substances whether on land or at sea. While OPA90 and CERCLA would not apply to the discharge of LPG, theymay affect us because we carry oil as fuel and lubricants for our engines, and the discharge of these substances could cause anenvironmental hazard. Under OPA90, vessel operators, including vessel owners, managers and bareboat or "demise"charterers, are "responsible parties" who are all liable regardless of fault, individually and as a group, for all containment andclean‑up costs and other damages arising from oil spills from their vessels. These "responsible parties" would not be liable ifthe spill results solely from the act or omission of a third party, an act of God or an act of war. The other damages aside fromclean‑up and containment costs are defined broadly to include: ·natural resource damages and related assessment costs; ·real and personal property damages; ·net loss of taxes, royalties, rents, profits or earnings capacity; ·lost profits or impairment of earning capacity due to injury, destruction or loss of real or personalproperty or natural resources; ·net cost of public services necessitated by a spill response, such as protection from fire, safety or healthhazards; and ·loss of subsistence use of natural resources. Effective December 21, 2015, the USCG adjusted the limits of OPA90 liability to the greater of $2,200 per gross tonor $18,796,800 for any double‑hull tanker that is over 3,000 gross tons (subject to possible adjustment for inflation). Theselimits of liability do not apply, however, where the incident is caused by violation of applicable U.S. federal safety,construction or operating regulations by a responsible party (or its agent, employee or a person acting pursuant to acontractual relationship), or a responsible party’s gross negligence or willful misconduct. These limits likewise do not applyif the responsible party fails or refuses to report the incident or to cooperate and assist in connection with the substanceremoval activities. These limits are subject to possible adjustment for inflation. OPA90 specifically permits individual statesto impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some stateshave enacted legislation providing for unlimited liability for discharge of pollutants within their waters. In some cases, states,which have enacted their own legislation, have not yet issued implementing regulations defining shipowners' responsibilitiesunder these laws. CERCLA, which also applies to owners and operators of vessels, contains a similar liability regime and provides forcleanup, removal and natural resource damages for releases of "hazardous substances." Liability under CERCLA is limited tothe greater of $300 per gross ton or $0.5 million for each release from vessels not carrying hazardous substances, cargo orresidue, and $300 per gross ton or $5 million for each release from vessels carrying hazardous substances, cargo or residue. Aswith OPA90, these limits of liability do not apply where the incident is caused by violation of applicable U.S. federal safety,construction or operating regulations, or by the responsible party's gross negligence or willful misconduct or if theresponsible party fails or refuses to report the incident or to cooperate and assist in connection with the substance removalactivities. OPA90 and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA90 requires owners and operators of vessels to establish and maintain with the USCG evidence of financialresponsibility sufficient to meet the limit of their potential strict liability under OPA90/CERCLA. Under the regulations,evidence of financial responsibility may be demonstrated by insurance, surety bond, self‑insurance or guaranty. UnderOPA90 regulations, an owner or operator of more than one vessel is required to demonstrate evidence of financialresponsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the vessel having thegreatest maximum liability under OPA90/CERCLA. Each of our shipowning subsidiaries that has vessels trading in U.S.waters has applied for, and obtained from the USCG National Pollution Funds Center, three‑year certificates of financialresponsibility, supported by guarantees which we purchased from an insurance based provider. We believe that10 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentswe will be able to continue to obtain the requisite guarantees and that we will continue to be granted certificates of financialresponsibility from the USCG for each of our vessels that is required to have one. In response to the BP Deepwater Horizon oil spill, a number of bills that could potentially increase or even eliminatethe limits of liability under OPA90 have been introduced in the U.S. Congress. In April 2015, it was announced that newregulations are expected to be imposed in the United States regarding offshore oil and gas drilling. In December 2015, theBureau of Safety and Environmental Enforcement announced a new pilot inspection program for offshore facilities.Compliance with any new requirements of OPA90 may substantially impact our cost of operations or require us to incuradditional expenses to comply with any new regulatory initiatives or statutes. Compliance with any new requirements ofOPA90 may substantially impact our cost of operations or require us to incur additional expenses to comply with any newregulatory initiatives or statutes. Additional legislation, regulation, or other requirements applicable to the operation of ourvessels that may be implemented in the future as could adversely affect our business and ability to make distributions to ourshareholders. Clean Water Act The United States Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in United Statesnavigable waters unless authorized by a permit or exemption, and imposes strict liability in the form of penalties forunauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages andcomplements the remedies available under OPA90 and CERCLA. In additional, many U.S. states that border a navigablewaterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damagesresulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federallaw. The EPA recently proposed revisions to the CWA. The EPA and the USCG have enacted rules relating to ballast water discharge, compliance with which requires theinstallation of equipment on our vessels to treat ballast water before it is discharged in or the implementation of other portfacility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels fromentering U.S. waters. The EPA requires a permit regulating ballast water discharges and other discharges incidental to the normaloperation of certain vessels within U.S. water under the Vessel General Permit for Discharges Incidental to the NormalOperation of Vessels, or VGP. For a new vessel delivered to an owner or operator after September 19, 2009, to be covered bythe VGP, the owner must submit a Notice of Intent, or NOI, at least 30 days before the vessel operates in U.S. waters. OnMarch 28, 2013, the EPA re-issued the VGP for another 5 years. This VGP took effect on December 19, 2013. The VGPfocuses on authorizing discharges incidental to operations of commercial vessels and the new VGP contains numeric ballastwater discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, more stringent requirements forgas scrubbers and the use of environmentally acceptable lubricants. The USCG regulations adopted under the U.S. National Invasive Species Act, or NISA, also impose mandatoryballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters,which require the installation of equipment to treat ballast water before it is discharged in U.S. waters or, in the alternative,the implementation of other port facility disposal arrangements or procedures. Vessels not complying with these regulationsare restricted from entering U.S. waters. The USCG must approve any technology before it is placed on a vessel but has notyet approved the technology necessary for vessels to meet the foregoing standards. Notwithstanding the foregoing, as of January 1, 2014, vessels are technically subject to the phasing-in of thesestandards. As a result, the USCG has provided waivers to vessels which cannot install the as-yet unapproved technology. TheEPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. On December27, 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA indicated that itwould take into account the reasons why vessels do not have the requisite technology installed, but will not grant anywaivers. It should also be noted that in October 2015, the Second Circuit Court of Appeals issued a ruling that directed theEPA to redraft the sections of the 2013 VGP that address ballast water. However, the Second Circuit stated that 2013 VGP11 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentswill remains in effect until the EPA issues a new VGP. It presently remains unclear how the ballast water requirements setforth by the EPA, the USCG, and IMO BWM Convention, some of which are in effect and some which are pending, will co-exist. Compliance with the VGP could require the installation of equipment on our vessel to treat ballast water before it isdischarged or the implementation of other disposal arrangements, and/or otherwise restrict our vessel from entering UnitedStates waters. In addition, certain states have enacted more stringent discharge standards as conditions to their requiredcertification of the VGP. We submit NOIs for our vessel where required and do not believe that the costs associated withobtaining and complying with the VGP have a material impact on our operations. Clean Air Act The U.S. Clean Air Act of 1970, as amended, or the CAA, requires the EPA to promulgate standards applicable toemissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recoveryrequirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulatedport areas and emission standards for so‑called "Category 3" marine diesel engines operating in U.S. waters. The marinediesel engine emission standards are currently limited to new engines beginning with the 2004 model year. On April 30,2010, the EPA promulgated final emission standards for Category 3 marine diesel engines equivalent to those adopted in theamendments to Annex VI. The emission standards apply in two stages: near‑term standards for newly‑built engines wentinto effect from 2011, and long‑term standards requiring an 80% reduction in nitrogen dioxides, or NOx, that went intoeffect on January 1, 2016. We have incurred costs to install control equipment on our vessels to comply with these standards. European Union The EU has also adopted legislation that would: (1) ban manifestly sub‑standard vessels (defined as those over 15years old that have been detained by port authorities at least twice in a six month period) from European waters and requireport states to inspect vessels posing a high risk to maritime safety or the marine environment; and (2) provide the EU withgreater authority and control over classification societies, including the ability to seek to suspend or revoke the authority ofnegligent societies. The EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliaryengines. The EU Directive 2005/EC/33 (amending Directive 1999/32/EC) introduced requirements parallel to those inAnnex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement forfuel used by ships at berth in EU ports, effective January 1, 2010. In 2009, the EU amended a directive on ship‑source pollution imposing criminal sanctions for intentional, recklessor seriously negligent illicit ship-source discharges of polluting substances by ships including minor discharges and thedischarges, individually or in the aggregate, result in deteriorations or the quality of water. Aiding and abetting the dischargeof a polluting substance may also lead to criminal penalties. The directive could result in criminal liability for pollution fromvessels in waters of European countries that adopt implementing legislation. Criminal liability for pollution may result insubstantial penalties or fines and increased civil liability claims. We cannot predict what regulations, if any, may be adoptedby the EU or any other country or authority. Regulation of Greenhouse Gas Emissions In February 2005, the Kyoto Protocol entered into force. Pursuant to the Kyoto Protocol, adopting countries arerequired to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases,which are suspected of contributing to global warming. The 2015 United Nations Convention on Climate ChangeConference in Paris did not result in an agreement that directly limited greenhouse gas emissions from ships. Currently, the emissions of greenhouse gases from ships involved in international transport are not subject to theKyoto Protocol. In December 2009, more than 27 nations, including the United States and China, signed the CopenhagenAccord, which includes a non‑binding commitment to reduce greenhouse gas emissions. In addition, in December 2011,12 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsthe Conference of the Parties to the United Nations Convention on Climate Change adopted the Durban Platform which callsfor a process to develop binding emissions limitations on both developed and developing countries under the UnitedNations Framework Convention on Climate Change applicable to all Parties. In April 2015, the European Parliamentapproved EU draft rules, which will require annual CO2 emission monitoring and reporting from ship owners who use EUports. These rules are expected to be effective in 2018 and apply to ships over 5,000gt. For 2020, the EU made a unilateralcommitment to reduce overall greenhouse gas emissions from its member states by 20% of 1990 levels. The EU alsocommitted to reduce its emissions by 20% under the Kyoto Protocol's second period, from 2013 to 2020. As of January 1, 2013, all ships must comply with mandatory requirements adopted by MEPC in July 2011 in part toaddress greenhouse gas emissions. The amendments to Annex VI Regulations for the prevention of air pollution from shipsadd a new Chapter 4 to Annex VI on Regulations on energy efficiency requiring new ships to meet the Energy EfficiencyDesign Index, or EEDI, and all ships to develop and implement a Ship Energy Efficiency Management Plan, or SEEMP.Other amendments to Annex VI add new definitions and requirements for survey and certification, including the format forthe International Energy Efficiency Certificate. The regulations apply to all ships of 400 gross tonnage and above. These newrules will likely affect the operations of vessels that are registered in countries that are signatories to Annex VI or vessels thatcall upon ports located within such countries. The implementation of the EEDI and SEEMP standards could cause us to incuradditional compliance costs. MEPC is also considering market‑based mechanisms to reduce greenhouse gas emissions fromships. It is impossible to predict the likelihood that such a standard might be adopted or its potential impact on ouroperations at this time. In the United States, the EPA has issued a final finding that greenhouse gases threaten public health and safety, andhas promulgated regulations that regulate the emission of greenhouse gases from certain mobile sources and has proposedregulations to limit greenhouse gases from large stationary sources. The EPA enforces both the CAA and the internationalstandards found in Annex VI concerning marine diesel emissions and the sulfur content found in marine fuel. Any climatecontrol legislation or other regulatory initiatives adopted by the IMO, the EU, the U.S., or other countries where we operate,or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gasescould require us to make significant financial expenditures, including capital expenditures or operational changes toupgrade our vessels, that we cannot predict with certainty at this time. In addition, even without such regulation, our businessmay be indirectly affected to the extent that climate change results in sea level changes or more intense weather events. Vessel Security Regulations Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vesselsecurity. On November 25, 2002, the Maritime Transportation Act of 2002, or MTSA, came into effect. To implement certainportions of the MTSA, in July 2003, the USCG issued regulations requiring the implementation of certain securityrequirements aboard vessels operating in waters subject to the jurisdiction of the United States. The regulations also imposerequirements on certain ports and facilities, some of which are regulated by the EPA. Similarly, in December 2002,amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new chapterXI-2 became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, most ofwhich are contained in the ISPS Code. The ISPS Code is designed to protect ports and international shipping againstterrorism. After July 1, 2004, to trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC,from a recognized security organization approved by the vessel's flag state. Among the various requirements are: ·on‑board installation of automatic identification systems to provide a means for the automatictransmission of safety‑related information from among similarly equipped ships and shore stations,including information on a ship's identity, position, course, speed and navigational status; ·on‑board installation of ship security alert systems, which do not sound on the vessel but only alert theauthorities on shore; ·the development of vessel security plans; 13 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents·ship identification number to be permanently marked on a vessel's hull; ·a continuous synopsis record kept onboard showing a vessel's history including, the name of the shipand of the state whose flag the ship is entitled to fly, the date on which the ship was registered with thatstate, the ship's identification number, the port at which the ship is registered and the name of theregistered owner(s) and their registered address; and ·compliance with flag state security certification requirements. The USCG regulations, intended to align with international maritime security standards, exempt non‑U.S. vesselsfrom obtaining USCG‑approved MTSA vessel security plans provided such vessels have on board an ISSC that attests to thevessel's compliance with SOLAS security requirements and the ISPS Code. We have developed security plans, appointed and trained Ship and Company Security Officers and each of ourvessels in our fleet complies with the requirements of the ISPS Code, SOLAS and the MTSA. Other Regulation In 1996, the International Convention on Liability and Compensation for Damages in Connection with the Carriageof Hazardous and Noxious Substances by Sea, or HNS, was adopted and subsequently amended by the 2010 Protocol, or the2010 HNS Convention. Our LPG vessels may also become subject to the HNS Convention, if it is entered into force. The HNSConvention creates a regime of liability and compensation for damage from HNS, including liquefied gases. The HNSConvention introduces strict liability for the shipowner and covers pollution damage as well as the risks of fire andexplosion, including loss of life or personal injury and damage to property. The 2010 HNS Convention sets up a two‑tiersystem of compensation composed of compulsory insurance taken out by shipowners and an HNS Fund which comes intoplay when the insurance is insufficient to satisfy a claim or does not cover the incident. Under the 2010 HNS Convention, ifdamage is caused by bulk HNS, claims for compensation will first be sought from the shipowner up to a maximum of 100million Special Drawing Rights, or SDR. If the damage is caused by packaged HNS or by both bulk and packaged HNS, themaximum liability is 115 million SDR. Once the limit is reached, compensation will be paid from the HNS Fund up to amaximum of 250 million SDR. The 2010 HNS Convention has not come into effect. It will come into force eighteen monthsafter the date on which certain consent and administrative requirements are satisfied. While a majority of the necessarynumber of states has indicated their consent to be bound by the 2010 HNS Convention, the required minimum has not beenmet. We cannot estimate the costs that may be needed to comply with any such requirements that may be adopted with anycertainty at this time. Taxation The following is a discussion of the material Marshall Islands and United States federal income tax considerationsrelevant to an investment decision by a United States Holder and a Non‑United States Holder, each as defined below, withrespect to the common shares. This discussion does not purport to deal with the tax consequences of owning our commonshares to all categories of investors, some of which, such as financial institutions, regulated investment companies, real estateinvestment trusts, tax‑exempt organizations, insurance companies, persons holding our common stock as part of a hedging,integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected themark‑to‑market method of accounting for their securities, persons liable for alternative minimum tax, persons who areinvestors in partnerships or other pass‑through entities for U.S. federal income tax purposes, dealers in securities orcurrencies, United States Holders whose functional currency is not the United States dollar and investors that own, actually orunder applicable constructive ownership rules, 10% or more of our shares of common stock, may be subject to special rules.This discussion deals only with holders who purchase and hold the common shares as a capital asset. You are encouraged toconsult your own tax advisors concerning the overall tax consequences arising in your own particular situation under UnitedStates federal, state, local or non‑United States law of the ownership of common shares. 14 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsMarshall Islands Tax Considerations In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material Marshall Islandstax consequences of our activities to us and of our common shares to our shareholders. We are incorporated in the MarshallIslands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islandswithholding tax will be imposed upon payments of dividends by us to our shareholders as there is no reciprocal tax treatybetween the Marshall Islands and the United States. United States Federal Income Tax Considerations In the opinion of Seward & Kissel LLP, the following are the material United States federal income taxconsequences to us of our activities and to United States Holders and Non‑United States Holders, each as defined below, ofthe common shares. The following discussion of United States federal income tax matters is based on the United StatesInternal Revenue Code of 1986, or the Code, judicial decisions, administrative pronouncements, and existing and proposedregulations issued by the United States Department of the Treasury, or the Treasury Regulations, all of which are subject tochange, possibly with retroactive effect. The discussion below is based, in part, on the description of our business asdescribed in this report and assumes that we conduct our business as described herein. United States Federal Income Taxation of Operating Income: In General We anticipate that we will earn substantially all our income from the hiring of vessels for use on a time or spotcharter basis, including through the Helios Pool, and from the performance of services directly related to those uses, all ofwhich we refer to as "shipping income." Unless we qualify for an exemption from United States federal income taxation under the rules of Section 883 of theCode, or Section 883, as discussed below, a foreign corporation such as the Company will be subject to United States federalincome taxation on its "shipping income" that is treated as derived from sources within the United States, to which we refer as"United States source shipping income." For United States federal income tax purposes, "United States source shippingincome" includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not bothbegin and end, in the United States. Shipping income attributable to transportation exclusively between non‑United States ports will be considered tobe 100% derived from sources entirely outside the United States. Shipping income derived from sources outside the UnitedStates will not be subject to any United States federal income tax. Shipping income attributable to transportation exclusively between United States ports is considered to be 100%derived from United States sources. However, we are not permitted by United States law to engage in the transportation ofcargoes that produces 100% United States source shipping income. Unless we qualify for the exemption from tax under Section 883, our gross United States source shipping incomewould be subject to a 4% tax imposed without allowance for deductions as described below. Exemption of Operating Income from United States Federal Income Taxation Under Section 883 and the Treasury Regulations thereunder, a foreign corporation will be exempt from UnitedStates federal income taxation of its United States source shipping income if: 1)it is organized in a "qualified foreign country" which is one that grants an "equivalent exemption" from taxto corporations organized in the United States in respect of each category of shipping income for whichexemption is being claimed under Section 883; and 15 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents2)one of the following tests is met: A)more than 50% of the value of its shares is beneficially owned, directly or indirectly, by "qualifiedshareholders," which as defined includes individuals who are "residents" of a qualified foreigncountry, to which we refer as the "50% Ownership Test"; or B)its shares are "primarily and regularly traded on an established securities market" in a qualifiedforeign country or in the United States, to which we refer as the "Publicly‑Traded Test." The Republic of The Marshall Islands, the jurisdiction where we and our ship‑owning subsidiaries are incorporated,has been officially recognized by the United States Internal Revenue Service, or the IRS, as a qualified foreign country thatgrants the requisite "equivalent exemption" from tax in respect of each category of shipping income we earn and currentlyexpect to earn in the future. Therefore, we will be exempt from United States federal income taxation with respect to ourUnited States source shipping income if we satisfy either the 50% Ownership Test or the Publicly‑Traded Test. We believe that we satisfy the Publicly‑Traded Test, a factual determination made on an annual basis, with respectto our taxable year ended March 31, 2016, and we expect to continue to do so for our subsequent taxable years, and weintend to take this position for U.S. federal income tax reporting purposes. We do not currently anticipate circumstancesunder which we would be able to satisfy the 50% Ownership Test. Publicly‑Traded Test The Treasury Regulations under Section 883 provide, in pertinent part, that shares of a foreign corporation will beconsidered to be "primarily traded" on an established securities market in a country if the number of shares of each class ofstock that are traded during any taxable year on all established securities markets in that country exceeds the number ofshares in each such class that are traded during that year on established securities markets in any other single country. TheCompany's common shares, which constitute its sole class of issued and outstanding stock is "primarily traded" on the NewYork Stock Exchange, or the NYSE, an established securities market for these purposes. Under the Treasury Regulations, our common shares will be considered to be "regularly traded" on an establishedsecurities market if one or more classes of our shares representing more than 50% of our outstanding stock, by both totalcombined voting power of all classes of stock entitled to vote and total value, are listed on such market, to which we refer asthe "listing threshold." Since all of our common shares are listed on the NYSE, we expect to satisfy the listing threshold. The Treasury Regulations also require that with respect to each class of stock relied upon to meet the listingthreshold, (i) such class of stock traded on the market, other than in minimal quantities, on at least 60 days during the taxableyear or one‑sixth of the days in a short taxable year, which we refer to as the "trading frequency test"; and (ii) the aggregatenumber of shares of such class of stock traded on such market during the taxable year must be at least 10% of the averagenumber of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a shorttaxable year, which we refer to as the "trading volume" test. We anticipate that we will satisfy the trading frequency andtrading volume tests. Even if this were not the case, the Treasury Regulations provide that the trading frequency and tradingvolume tests will be deemed satisfied if, as is expected to be the case with our common shares, such class of stock is traded onan established securities market in the United States and such shares are regularly quoted by dealers making a market in suchshares. Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of shares will not beconsidered to be "regularly traded" on an established securities market for any taxable year in which 50% or more of the voteand value of the outstanding shares of such class are owned on more than half the days during the taxable year by personswho each own 5% or more of the vote and value of such class of outstanding stock, to which we refer as the "5% OverrideRule." For purposes of being able to determine the persons who actually or constructively own 5% or more of the vote andvalue of our common shares, or "5% Shareholders," the Treasury Regulations permit us to rely on those persons that16 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsare identified on Schedule 13G and Schedule 13D filings with the Commission, as owning 5% or more of our common shares.The Treasury Regulations further provide that an investment company which is registered under the Investment CompanyAct of 1940, as amended, will not be treated as a 5% Shareholder for such purposes. In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule willnevertheless not apply if we can establish that within the group of 5% Shareholders, qualified shareholders (as defined forpurposes of Section 883) own sufficient number of shares to preclude non‑qualified shareholders in such group from owning50% or more of our common shares for more than half the number of days during the taxable year. We believe that we satisfy the Publicly‑Traded Test and will not be subject to the 5% Override Rule for taxableyear ending March 31, 2016 and we also expect to continue to do so for our subsequent taxable years. However, there arefactual circumstances beyond our control that could cause us to lose the benefit of the Section 883 exemption. For example,we may no longer qualify for Section 883 exemption for a particular taxable year if 5% Shareholders were to own, in theaggregate, 50% or more of our outstanding common shares on more than half the days of the taxable year, unless we couldestablish that within the group of 5% Shareholders, qualified shareholders own sufficient number of our shares to precludethe non-qualified shareholders in such group from owning 50% or more of our common shares for more than half the numberof days during the taxable year. Under the Treasury Regulations, we would have to satisfy certain substantiationrequirements regarding the identity of our shareholders. These requirements are onerous and there is no assurance that wewould be able to satisfy them. Given the factual nature of the issues involved, we can give no assurances in regards of our orour subsidiaries' qualification for the Section 883 exemption. Taxation in Absence of Section 883 Exemption If the benefits of Section 883 are unavailable, our United States source shipping income would be subject to a 4%tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, or the "4% gross basis taxregime," to the extent that such income is not considered to be "effectively connected" with the conduct of a United Statestrade or business, as described below. Since under the sourcing rules described above, no more than 50% of our shippingincome would be treated as being United States source shipping income, the maximum effective rate of United States federalincome tax on our shipping income would never exceed 2% under the 4% gross basis tax regime. To the extent our United States source shipping income is considered to be "effectively connected" with the conductof a United States trade or business, as described below, any such "effectively connected" United States source shippingincome, net of applicable deductions, would be subject to United States federal income tax, currently imposed at rates of upto 35%. In addition, we would generally be subject to the 30% "branch profits" tax on earnings effectively connected withthe conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid ordeemed paid attributable to the conduct of our United States trade or business. Our United States source shipping income would be considered "effectively connected" with the conduct of aUnited States trade or business only if: ·we have, or are considered to have, a fixed place of business in the United States involved in the earning ofUnited States source shipping income; and ·substantially all of our United States source shipping income is attributable to regularly scheduledtransportation, such as the operation of a vessel that follows a published schedule with repeated sailings atregular intervals between the same points for voyages that begin or end in the United States. We do not intend to have, or permit circumstances that would result in having, any vessel sailing to or from theUnited States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operationsand other activities, it is anticipated that none of our United States source shipping income will be "effectively connected"with the conduct of a United States trade or business. 17 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsUnited States Taxation of Gain on Sale of Vessels Regardless of whether we qualify for exemption under Section 883, we will not be subject to U.S. federal income taxwith respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States underU.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States forthis purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It isexpected that any sale of a vessel by us will be considered to occur outside of the United States. United States Federal Income Taxation of United States Holders As used herein, the term "United States Holder" means a holder that for U.S. federal income tax purposes is abeneficial owner of common shares and is an individual United States citizen or resident, a United States corporation or otherUnited States entity taxable as a corporation, an estate the income of which is subject to United States federal incometaxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over theadministration of the trust and one or more United States persons have the authority to control all substantial decisions of thetrust. If a partnership holds the common shares, the tax treatment of a partner will generally depend upon the status of thepartner and upon the activities of the partnership. If you are a partner in a partnership holding the common shares, you areencouraged to consult your tax advisor. Distributions Subject to the discussion of passive foreign investment companies below, any distributions made by us with respectto our common shares to a United States Holder will generally constitute dividends to the extent of our current oraccumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess ofsuch earnings and profits will be treated first as a nontaxable return of capital to the extent of the United States Holder's taxbasis in its common shares and thereafter as capital gain. Because we are not a United States corporation, United StatesHolders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributionsthey receive from us. Dividends paid with respect to our common shares will generally be treated as foreign source dividendincome and will generally constitute "passive category income" for purposes of computing allowable foreign tax credits forUnited States foreign tax credit purposes. Dividends paid on our common shares to certain non‑corporate United States Holders will generally be treated as"qualified dividend income" that is taxable to such United States Holders at preferential tax rates provided that (1) thecommon shares are readily tradable on an established securities market in the United States (such as the NYSE, on which ourcommon shares will be traded), (2) the shareholder has owned the common stock for more than 60 days in the 121‑day periodbeginning 60 days before the date on which the common stock becomes ex‑dividend, and (3) we are not a passive foreigninvestment company for the taxable year during which the dividend is paid or the immediately preceding taxable year. There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates inthe hands of such non‑corporate United States Holders, although, as described above, we expect such dividends to be soeligible provided an eligible non‑corporate United States Holder meets all applicable requirements and we are not a passiveforeign passive investment company in the taxable year during which the dividend is paid or the immediately precedingtaxable year. Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to anon‑corporate United States Holder. Special rules may apply to any "extraordinary dividend"—generally, a dividend in an amount which is equal to orin excess of 10% of a shareholder's adjusted tax basis in a common share—paid by us. If we pay an "extraordinary dividend"on our common shares that is treated as "qualified dividend income," then any loss derived by certain non‑corporate UnitedStates Holders from the sale or exchange of such common shares will be treated as long term capital loss to the extent of suchdividend.18 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents Sale, Exchange or Other Disposition of Common Shares Assuming we do not constitute a passive foreign investment company for any taxable year, a United States Holdergenerally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amountequal to the difference between the amount realized by the United States Holder from such sale, exchange or otherdisposition and the United States Holder's tax basis in such shares. Such gain or loss will be treated as long‑term capital gainor loss if the United States Holder's holding period is greater than one year at the time of the sale, exchange or otherdisposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, forUnited States foreign tax credit purposes. Long‑term capital gains of certain non‑corporate United States Holders arecurrently eligible for reduced rates of taxation. A United States Holder's ability to deduct capital losses is subject to certainlimitations. Passive Foreign Investment Company Status and Significant Tax Consequences Special United States federal income tax rules apply to a United States Holder that holds shares in a foreigncorporation classified as a "passive foreign investment company," or a PFIC, for United States federal income tax purposes. Ingeneral, we will be treated as a PFIC with respect to a United States Holder if, for any taxable year in which such holder holdsour common shares, either ·at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest,capital gains and rents derived other than in the active conduct of a rental business); or ·at least 50% of the average value of our assets during such taxable year produce, or are held for the productionof, passive income. For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionateshare of the income and assets, respectively, of any of our ship‑owning subsidiaries in which we own at least 25% of thevalue of the subsidiary's stock. Income earned, or deemed earned, by us in connection with the performance of services wouldnot constitute passive income. By contrast, rental income would generally constitute "passive income" unless we were treatedunder specific rules as deriving our rental income in the active conduct of a trade or business. We believe that income we earn from the voyage charters, and also from time charters, for the reasons discussedbelow, of our Initial Fleet during our initial taxable year ended March 31, 2014 and our taxable year ended March 31, 2015,will be treated as active income for PFIC purposes and as a result, we intend to take the position that we satisfy the first leg ofthe PFIC criteria, the 75% income test, for our initial taxable year ended March 31, 2014, and the taxable year ended March31, 2015. Whether we were a PFIC for our initial taxable year ended March 31, 2014, and our taxable year ended March 31,2015, will depend, in part, upon whether our newbuilding contracts and the deposits made thereon are treated as assets heldfor the production of passive income and the level of cash held on hand during each of these taxable years. In making suchdetermination, we intend to take the position that the newbuilding contracts and the deposits thereon are assets held for theproduction of active income on the basis that we expect to either time or voyage charter all vessels upon their completionand delivery under the newbuilding contracts. However, there is no direct authority on this point and it is possible that theIRS may disagree with our position. As of the date of this Annual Report, we have taken delivery of all of the vessels under our newbuilding contracts.Accordingly, based on our current and anticipated operations, we do not believe that we will be a PFIC for our taxable yearended March 31, 2016, or subsequent taxable years, and we intend to take such position for our U.S. federal income taxreporting purposes. Our belief is based principally on the position that the gross income we derive from our voyage or timechartering activities should constitute services income, rather than rental income. Accordingly, such income should notconstitute passive income, and the assets that we own and operate in connection with the production of such income, inparticular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. There issubstantial legal authority supporting this position consisting of case law and IRS pronouncements concerning the19 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentscharacterization of income derived from time charters as services income for other tax purposes. However, there is alsoauthority which characterizes time charter income as rental income rather than services income for other tax purposes.Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRSor a court of law could determine that we are a PFIC. In addition, although we intend to conduct our affairs in a manner toavoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations willnot change in the future. As discussed more fully below, for any taxable year in which we are, or were to be treated as, a PFIC, a United StatesHolder would be subject to different taxation rules depending on whether the United States Holder makes an election to treatus as a "Qualified Electing Fund," which election we refer to as a "QEF election." As an alternative to making a QEF election,a United States Holder should be able to make a "mark‑to‑market" election with respect to our common shares, as discussedbelow. A United States holder of shares in a PFIC will be required to file an annual information return containing informationregarding the PFIC as required by applicable Treasury Regulations. We intend to promptly notify our shareholders if wedetermine we are a PFIC for any taxable year. Taxation of United States Holders Making a Timely QEF Election If a United States Holder makes a timely QEF election, which United States Holder we refer to as an "ElectingHolder," the Electing Holder must report for United States federal income tax purposes its pro rata share of our ordinaryearnings and net capital gain, if any, for each of our taxable years during which we are a PFIC that ends with or within thetaxable year of the Electing Holder, regardless of whether distributions were received from us by the Electing Holder. Noportion of any such inclusions of ordinary earnings will be treated as "qualified dividend income." Net capital gaininclusions of certain non‑corporate United States Holders would be eligible for preferential capital gains tax rates. TheElecting Holder's adjusted tax basis in the common shares will be increased to reflect any income included under the QEFelection. Distributions of previously taxed income will not be subject to tax upon distribution but will decrease the ElectingHolder's tax basis in the common shares. An Electing Holder would not, however, be entitled to a deduction for its pro ratashare of any losses that we incur with respect to any taxable year. An Electing Holder would generally recognize capital gainor loss on the sale, exchange or other disposition of our common shares. A United States Holder would make a timely QEFelection for our common shares by filing one copy of IRS Form 8621 with his United States federal income tax return for thefirst year in which he held such shares when we were a PFIC. If we take the position that we are not a PFIC for any taxableyear, and it is later determined that we were a PFIC for such taxable year, it may be possible for a United States Holder tomake a retroactive QEF election effective for such year. If we were to be treated as a PFIC for our initial taxable year 2014 andour taxable year 2015, we anticipate that, based on our current projections, we would not generate significant amounts oftaxable income or gain that would be required to be included in income for each such year by United States Holders whohave QEF elections in effect for such year. If we determine that we are a PFIC for any taxable year, we will provide eachUnited States Holder with all necessary information required for the United States Holder to make the QEF election and toreport its pro rata share of our ordinary earnings and net capital gain, if any, for each of our taxable years during which we area PFIC that ends with or within the taxable year of the Electing Holder as described above. Taxation of United States Holders Making a "Mark‑to‑Market" Election Alternatively, for any taxable year in which we determine that we are a PFIC, and, assuming as we anticipate will bethe case, our shares are treated as "marketable stock," a United States Holder would be allowed to make a "mark‑to‑market"election with respect to our common shares, provided the United States Holder completes and files IRS Form 8621 inaccordance with the relevant instructions and related Treasury Regulations. If that election is made, the United States Holdergenerally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the commonshares at the end of the taxable year over such Holder's adjusted tax basis in the common shares. The United States Holderwould also be permitted an ordinary loss in respect of the excess, if any, of the United States Holder's adjusted tax basis in thecommon shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previouslyincluded in income as a result of the mark‑to‑market election. A United States Holder's tax basis in his common shareswould be adjusted to reflect any such income or loss amount recognized. In a year when we are a PFIC, any gain realized onthe sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized onthe sale, exchange or other disposition of the common shares would be treated as ordinary20 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsloss to the extent that such loss does not exceed the net mark‑to‑market gains previously included by the United StatesHolder. Taxation of United States Holders Not Making a Timely QEF or Mark‑ to‑Market Election For any taxable year in which we determine that we are a PFIC, a United States Holder who does not make either aQEF election or a "mark‑to‑market" election for that year, whom we refer to as a "Non‑Electing Holder," would be subject tospecial rules with respect to (i) any excess distribution (i.e., the portion of any distributions received by the Non‑ElectingHolder on the common shares in a taxable year in excess of 125% of the average annual distributions received by theNon‑Electing Holder in the three preceding taxable years, or, if shorter, the Non‑Electing Holder's holding period for thecommon shares), and (ii) any gain realized on the sale, exchange or other disposition of our common shares. Under thesespecial rules: ·the excess distribution or gain would be allocated ratably over the Non‑Electing Holder's aggregate holding periodfor the common shares; ·the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which wewere a PFIC, would be taxed as ordinary income and would not be "qualified dividend income"; and ·the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect forthe applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would beimposed with respect to the resulting tax attributable to each such other taxable year. United States Federal Income Taxation of "Non‑‑United States Holders" As used herein, the term "Non‑United States Holder" means a holder that, for United States federal income taxpurposes, is a beneficial owner of common shares (other than a partnership) that is not a United States Holder. If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of thepartner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you areencouraged to consult your tax advisor. Dividends on Common Shares A Non‑United States Holder generally will not be subject to United States federal income or withholding tax ondividends received from us with respect to our common shares, unless: ·the dividend income is effectively connected with the Non‑United States Holder's conduct of a trade or business inthe United States; or ·the Non‑United States Holder is an individual who is present in the United States for 183 days or more during thetaxable year of receipt of the dividend income and other conditions are met. Sale, Exchange or Other Disposition of Common Shares A Non‑United States Holder generally will not be subject to United States federal income or withholding tax on anygain realized upon the sale, exchange or other disposition of our common shares, unless: ·the gain is effectively connected with the Non‑United States Holder's conduct of a trade or business in the UnitedStates; or 21 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents·the Non‑United States Holder is an individual who is present in the United States for 183 days or more during thetaxable year of disposition and other conditions are met. Income or Gains Effectively Connected with a United States Trade or Business If the Non‑United States Holder is engaged in a United States trade or business for United States federal income taxpurposes, dividends on our common shares and gain from the sale, exchange or other disposition of our common shares, thatare effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, isattributable to a United States permanent establishment), will generally be subject to regular United States federal income taxin the same manner as discussed in the previous section relating to the taxation of United States Holders. In addition, in thecase of a corporate Non‑United States Holder, its earnings and profits that are attributable to the effectively connectedincome, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at alower rate as may be specified by an applicable United States income tax treaty. Backup Withholding and Information Reporting In general, dividend payments, or other taxable distributions, and the payment of the gross proceeds on a sale of ourcommon shares, made within the United States to a non‑corporate United States Holder will be subject to informationreporting. Such payments or distributions may also be subject to backup withholding if the non‑corporate United StatesHolder: ·fails to provide an accurate taxpayer identification number; ·is notified by the IRS that it has have failed to report all interest or dividends required to be shown on its federalincome tax returns; or ·in certain circumstances, fails to comply with applicable certification requirements. Non‑United States Holders may be required to establish their exemption from information reporting and backupwithholding with respect to dividends payments or other taxable distribution on our common shares by certifying their statuson an appropriate IRS Form W‑8. If a Non‑United States Holder sells our common shares to or through a United States officeof a broker, the payment of the proceeds is subject to both United States backup withholding and information reportingunless the Non‑United States Holder certifies that it is a non‑United States person, under penalties of perjury, or it otherwiseestablish an exemption. If a Non‑ United States Holder sells our common shares through a non‑United States office of anon‑United States broker and the sales proceeds are paid outside the United States, then information reporting and backupwithholding generally will not apply to that payment. However, United States information reporting requirements, but notbackup withholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if aNon‑ United States Holder sells our common shares through a non‑United States office of a broker that is a United Statesperson or has some other contacts with the United States. Such information reporting requirements will not apply, however, ifthe broker has documentary evidence in its records that the Non‑United States Holder is not a United States person andcertain other conditions are met, or the Non‑United States Holder otherwise establishes an exemption. Backup withholding is not an additional tax. Rather, a refund may generally be obtained of any amounts withheldunder backup withholding rules that exceed the taxpayer's United States federal income tax liability by filing a timely refundclaim with the IRS. Individuals who are United States Holders (and to the extent specified in applicable Treasury regulations,Non‑United States Holders and certain United States entities) who hold "specified foreign financial assets" (as defined inSection 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year inwhich the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last dayof the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign22 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsfinancial assets would include, among other assets, our common shares, unless the common shares are held in an accountmaintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938,unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event anindividual United States Holder (and to the extent specified in applicable Treasury Regulations, a Non‑United States Holderor a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on theassessment and collection of United States federal income taxes of such holder for the related tax year may not close untilthree years after the date that the required information is filed. United States Holders (including United States entities) andNon‑United States Holders are encouraged consult their own tax advisors regarding their reporting obligations in respect ofour common shares. Available Information Our website is located at www.dorianlpg.com. Information on our website does not constitute a part of this annualreport. Our goal is to maintain our website as a portal through which investors can easily find or navigate, free of charge, topertinent information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reportson Form 8-K, and our proxy statements, after we file them with the Commission. Additionally, these materials, including thisannual report and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained bythe Commission at 100 F Street, N.E. Washington, D.C. 20549, or from the Commission’s website http://www.sec.gov. Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address:Dorian LPG c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, CT 06902, +1 (203) 674-9900. ITEM 1A. RISK FACTORS The following risks relate principally to us and our business and the industry in which we operate. Other risksrelate principally to the securities markets and ownership of our common shares. Any of the risk factors described belowcould significantly and negatively affect our business, financial condition and results of operations and our ability to paydividends, and lower the trading price of our common shares. You may lose part or all of your investment. Risks Relating to Our Company We and the Helios Pool operate exclusively in the LPG shipping industry. Due to our lack of diversification and the lack ofdiversification of the Helios Pool, adverse developments in the LPG shipping industry may adversely affect our business,financial condition and operating results. We currently rely exclusively on the cash flow generated from the vessels in our fleet, all of which are VLGCsoperating in the LPG shipping industry (including through the Helios Pool). Unlike some other shipping companies, whichhave vessels of varying sizes that can carry different cargoes, such as containers, dry bulk, crude oil and oil products, weexpect to depend exclusively on VLGCs transporting LPG. Similarly, the Helios Pool also depends exclusively on the cashflow generated from VLGCs operating in the LPG shipping industry. Our lack of diversification and the lack ofdiversification of the Helios Pool make us vulnerable to adverse developments in the LPG shipping industry, which wouldhave a significantly greater impact on our business, financial condition and operating results than it would if we or the HeliosPool owned and operated more diverse assets or engaged in more diverse lines of business. We and/or our pool managers may not be able to successfully secure employment for our vessels or vessels in the HeliosPool, which could adversely affect our financial condition and results of operations. As of May 26, 2016, including through the Helios Pool, sixteen of our vessels are operating in the spot market andsix of our vessels are on time charters that expire between the third calendar quarter of 2016 and the fourth calendar quarter of2020. We cannot assure you that we will be successful in finding employment for our vessels in the spot market, on timecharters or otherwise, or that any employment will be at profitable rates. Moreover, as vessels entered into the Helios Pool arecommercially managed by our wholly-owned subsidiary and Phoenix, we also cannot assure you that we or they will besuccessful in finding employment for the vessels in the Helios Pool or that any employment will be23 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsprofitable. An inability to locate suitable employment for our vessels or the vessels in the Helios Pool could affect ourgeneral financial condition, results of operation and cash flow as well as the availability of financing. Furthermore, the Helios Pool will time charter-in certain VLGCs from Oriental Energy at a fixed time charter hirerate, which will be due regardless of whether we and Phoenix are able to locate suitable employment for the vessels in theHelios Pool. As a result of these fixed expenses, there is an increased risk that an inability to locate suitable employment forthe vessels in the Helios Pool could affect our general financial condition, results of operation and cash flow. We will face substantial competition in trying to expand relationships with existing customers and obtain new customers. The process of obtaining new charter agreements is highly competitive and generally involves an intensivescreening process and competitive bidding process, which, in certain cases, extends for several months. Contracts areawarded based upon a variety of factors, including: ·the location, size, age, and condition of a vessel; ·the operator's industry relationships, experience and reputation for customer service, quality operations andsafety; ·the quality, experience and technical capability of the crew; ·the experience of the crew with the operator and type of vessel; ·the operator's relationships with shipyards and the ability to get suitable berths; ·the operator's construction management experience, including the ability to obtain on‑time delivery of newvessels according to customer specifications; ·the operator's willingness to accept operational risks pursuant to the charter, such as allowing termination ofthe charter for force majeure events; and ·the competitiveness of the bid in terms of overall price. Our vessels, and the vessels operating in the Helios Pool, operate in a highly competitive market and we expectsubstantial competition for providing transportation services from a number of companies (both LPG vessel owners andoperators). We anticipate that an increasing number of maritime transport companies, including many with strong reputationsand extensive resources and experience, will enter the LPG shipping market. Our existing and potential competitors mayhave significantly greater financial resources than us. In addition, competitors with greater resources may have larger fleets,or could operate larger fleets through consolidations, acquisitions, newbuildings or pooling of their vessels with othercompanies, and, therefore, may be able to offer a more competitive service than us or the Helios Pool, including better charterrates. We expect competition from a number of experienced companies providing contracts for gas transportation services topotential LPG customers, including state-sponsored entities and major energy companies affiliated with the projectsrequiring shipping services. As a result, we (including the Helios Pool) may be unable to expand our relationships withexisting customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect onour business, financial condition and operating results. We and the Helios Pool are exposed to fluctuations in spot market charter rates, including as a result of seasonalfluctuations, which may adversely affect our earnings. As of the date of this annual report, sixteen of our twenty-two vessels operate in the spot market through the HeliosPool. This exposes us to fluctuations in spot market charter rates. We also employ six of our VLGCs (including through theHelios Pool) on time charters. As these time charters expire, we may employ these vessels in the spot market. The spot chartermarket can fluctuate significantly based upon the supply of and demand for LPG carriers. In the recent past, there have beenperiods when spot charter rates have declined below the operating costs of vessels. If future spot24 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentscharter rates decline, or remain depressed, then we may not profitably operate our vessels trading in the spot market or thoseparticipating in the Helios Pool, meet our obligations, including payments on indebtedness, or pay dividends. In addition, VLGC spot market rates are highly seasonal, with typical strength in the second and third calendarquarters as suppliers build inventory for high consumption during the northern hemisphere winter. The successful operationof our vessels in the competitive and highly volatile spot charter market depends on, among other things, obtainingprofitable spot charters, which depends greatly on vessel supply and demand, and minimizing, to the extent possible, timespent waiting for charters and time spent traveling unladen to pick up cargo. Although our six time charters generally provide reliable revenues, they also limit the portion of our fleet availablefor spot market voyages during an upswing in the market when spot market voyages might be more profitable. Conversely,when the current charters for the six vessels in our fleet on time charter expire (or are terminated early), it may not be possibleto re-charter these vessels at similar or higher rates, or at all. As a result, we may have to accept lower rates or experience offhire time for our vessels, which would adversely impact our revenues, results of operations and financial condition. We and the Helios Pool are subject to risks with respect to counterparties, and failure of such counterparties to meet theirobligations could cause us to suffer losses or negatively impact our results of operations and cash flows. We have entered into, and expect to enter into in the future, various contracts, including charter agreements, andcontracts of affreightment, shipbuilding contracts and credit facilities that subject us to counterparty risks. Similarly, theHelios Pool has entered into, and expects to enter into in the future, various contracts, including charters and contracts ofaffreightment, that subject it to counterparty risks. The ability and willingness of our and the Helios Pool’s counterparties toperform their obligations under any contract will depend on a number of factors that are beyond our control and may include,among other things, general economic conditions, the condition of the maritime and LPG industries, the overall financialcondition of the counterparty, charter rates for specific types of vessels, and various expenses. For example, a reduction ofcash flow resulting from declines in world trade or the lack of availability of debt or equity financing may result in asignificant reduction in the ability of our charterers or the Helios Pool’s charterers to make required charter payments. Inaddition, in depressed market conditions, charterers and customers may no longer need a vessel that is then under charter orcontract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek torenegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should acounterparty fail to honor its obligations under agreements with us or the Helios Pool, we could sustain significant losses anda significant reduction in the charter hire we earn from the Helios Pool, which could have a material adverse effect on ourbusiness, financial condition, results of operations and cash flows. We expect to be dependent on a limited number of customers for a material part of our revenues, and failure of suchcustomers to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cashflows. For the year ended March 31, 2016, the Helios Pool and one other individual charterer accounted for 70% and 12%of our total revenues, respectively. Within the Helios Pool, two charterers represented 19% and 14% of net pool revenues—related party for the year ended March 31, 2016. We expect that a material portion of our revenues will continue to bederived from these customers. The ability of each of our customers to perform its obligations under a contract with us willdepend on a number of factors that are beyond our control. Should the aforementioned customers fail to honor theirobligations under agreements with us, we could sustain material losses that could have a material adverse effect on ourbusiness, financial condition, results of operations and cash flows. Our indebtedness may adversely affect our operational flexibility and financial condition. As of March 31, 2016 we had outstanding indebtedness of $836.4 million. Amounts owed under our current creditfacilities and any future credit facilities will require us to dedicate a part of our cash flow from operations to paying interestand principal payments. These payments will limit funds available for working capital, capital expenditures, acquisitions,dividends, and other purposes and may also limit our ability to undertake further equity or debt financing in the future. Ourindebtedness also increases our vulnerability to general adverse economic and industry conditions, limits our25 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsflexibility in planning for and reacting to changes in the industry, and places us at a disadvantage to other, less leveraged,competitors.Our credit facilities bear interest at variable rates and we anticipate that any future credit facilities will also bearinterest at variable rates. Increases in prevailing rates could increase the amounts that we would have to pay to our lenders orfinancing counterparties, even though the outstanding principal amount remains the same, and our net income and availablecash flows would decrease as a result.We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the LPG shippingindustry. If we do not generate or reserve enough cash flow from operations to satisfy our financing obligations, we may haveto undertake alternative financing plans, such as:·seeking to raise additional capital;·refinancing or restructuring our debt or financing obligations;·selling LPG tankers; and/or·reducing or delaying capital investments.However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debtobligations. If we are unable to meet our debt obligations and we default on our obligations under our debt agreements, ourlenders could elect to declare our outstanding borrowings and certain other or amounts owed, together with accrued interestand fees, to be immediately due and payable and foreclose on the vessels securing that debt. Our existing and future debt agreements contain and are expected to contain restrictive covenants that may limit ourliquidity and corporate activities, which could have an adverse effect on our financial condition and results of operations. Our debt agreements contain, and any future financing arrangements are expected to contain, customary covenantsand event of default clauses, including cross‑default provisions and restrictive covenants and performance requirements,which may affect operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit,among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage in mergersor acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinarycapital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adverselyaffect our ability to finance our future operations or capital needs. Our agreements relating to the 2015 Debt Facility, which is secured by, among other things, eighteen of our VLGCs,and our term loan facility with the Royal Bank of Scotland, or the RBS Loan Facility, which is secured by, among otherthings, four of our VLGCs, require us to maintain specified financial ratios and satisfy financial covenants. In addition, under the 2015 Debt Facility, our payment of dividends to shareholders as well as our subsidiary’spayment of dividends to us is subject to no event of default. Similarly, under the RBS Loan Facility, our payment ofdividends to our shareholders is subject to no event of default and our subsidiaries which are party to the facility areprohibited from paying dividends to us without the consent of the lender. As of March 31, 2016, we are in compliance with our loan covenants. As a result of the restrictions in our debt agreements, or similar restrictions in our future financing arrangements, wemay need to seek permission from our lenders in order to engage in some corporate actions. Our lenders' interests may bedifferent from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actionsthat we believe are in our best interest which may adversely impact our revenues, results of operations and financialcondition. 26 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsA failure by us to meet our payment and other obligations, including our financial and value to loan covenants,could lead to defaults under our secured loan agreements. In addition, a default under one of our credit facilities could resultin the cross-acceleration of our other indebtedness. Our lenders could then accelerate our indebtedness and foreclose on ourfleet. The market values of our vessels may decrease, which could cause us to breach covenants in our loan agreements or recordan impairment or loss, or negatively impact our ability to enter into future financing arrangements, and as a result couldhave a material adverse effect on our business, financial condition and results of operations. Our existing debt agreements, which are secured by, among other things, liens on the vessels in our fleet containvarious financial covenants, including requirements that relate to our financial condition, operating performance andliquidity. For example, we are required to maintain a minimum debt to adjusted equity ratio that is based, in part, upon themarket value of the vessels securing the applicable loan, as well as a minimum ratio of the market value of the vesselssecuring a loan to the principal amount outstanding under such loan. The market value of LPG carriers, is sensitive to, amongother things, changes in the LPG carrier charter markets, with vessel values deteriorating in times when LPG carrier charterrates are falling and improving when charter rates are anticipated to rise. While the market values of LPG carriers generallyhave increased since the economic slowdown in 2008-2009, they still remain below the historic high levels from prior to theeconomic slowdown. LPG vessel values remain subject to significant fluctuation. A decline in the fair market values of ourvessels could result in our not being in compliance with these loan covenants. Furthermore, if the value of our vesselsdeteriorates and our estimated future cash flows decrease, we may have to record an impairment adjustment in our financialstatements or we may be unable to enter into future financing arrangements acceptable to us or at all, which would adverselyaffect our financial results and further hinder our ability to raise capital. If we are unable to comply with any of the restrictions and covenants in our debt agreements, or in current or futuredebt financing agreements, and we are unable to obtain a waiver or amendment from our lenders for such noncompliance, adefault could occur under the terms of those agreements. Our ability to comply with these restrictions and covenants,including meeting financial ratios and tests, is dependent on our future performance and may be affected by events beyondour control. If a default occurs under these agreements, lenders could terminate their commitments to lend or in somecircumstances accelerate the outstanding loans and declare all amounts borrowed due and payable. Our vessels serve assecurity under our debt agreements. If our lenders were to foreclose their liens on our vessels in the event of a default, thismay impair our ability to continue our operations. In addition, our debt agreements contain cross-default provisions,meaning that if we are in default under one of our debt agreements, amounts outstanding under our other debt agreementsmay also be in default, accelerated and become due and payable. If any of these events occur, we cannot guarantee that ourassets will be sufficient to repay in full all of our outstanding indebtedness, and we may be unable to find alternativefinancing. Even if we could obtain alternative financing, that financing might not be on terms that are favorable oracceptable to us. In addition, if we find it necessary to sell our vessels at a time when vessel prices are low, we will recognizelosses and a reduction in our earnings, which could affect our ability to raise additional capital necessary for us to complywith our debt agreements. We are exposed to volatility in the London Interbank Offered Rate, or LIBOR, and we have and we intend to selectivelyenter into derivative contracts, which can result in higher than market interest rates and charges against our income. The amounts outstanding under our existing credit facilities have been advanced at a floating rate based on LIBOR,which has recently been stable, but was volatile in prior years, and changes in LIBOR could affect the amount of interestpayable on our debt, and, in turn, could have an adverse effect on our earnings and cash flow. In recent years, LIBOR hasbeen at relatively low levels, but it may rise in the future as the current low interest rate environment comes to an end. Ourfinancial condition could be materially adversely affected if LIBOR rises, as $271.5 million of our floating rate borrowingsare unhedged as of March 31, 2016. We have entered into and may selectively in the future enter into derivative contracts to hedge our overall exposureto interest rate risk exposure related to our credit facilities. Entering into swaps and derivatives transactions is inherentlyrisky and presents various possibilities for incurring significant expenses. The derivatives strategies that we employ currentlyand in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs orlosses.27 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents Investments in derivative instruments, such as forward freight agreements, could result in losses. From time to time, we may take hedging or speculative positions in derivative instruments, including freightforward agreements, or FFAs. Upon settlement, if an FFA contracted charter rate is less than the average of the rates, asreported by an identified index, for the specified route and period, the seller of the FFA is required to pay the buyer anamount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in thespecified period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the sellerthe settlement sum. If we take positions in FFAs or other derivative instruments and do not correctly anticipate charter ratemovements over the specified route and time period, we could suffer losses in the settling or termination of the FFA. Thiscould adversely affect our results of operations and cash flows. Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchangerate fluctuations could adversely affect our results of operations. We generate all of our revenues in U.S. dollars and the majority of our expenses are also in U.S. dollars. However, aportion of our overall expenses is incurred in other currencies, particularly the Euro, British Pound Sterling, the JapaneseYen, Norwegian Krone and the Singapore Dollar. Changes in the value of the U.S. dollar relative to the other currencies, inparticular the Euro, or the amount of expenses we incur in other currencies could cause fluctuations in our net income. Our ECO VLGCs have a limited operational history and inconsistencies in their performance, the failure of such vessels toachieve the level of fuel savings or other cost savings we anticipate could, or any initial operational difficulties with suchvessels could have a material adverse effect on our results of operations, financial condition and cash flows. We cannot assure you that our ECO VLGCs will perform in accordance with our expectations. Our ECO VLGCs arebased on innovative new ECO designs, which have only limited operational history, thus exposing us to potentialuncertainties. Our ECO VLGCs incorporate many technological improvements related to their Eco-design, such as moreefficient hull forms matched with more efficient propellers and decreased water resistance, which optimize speed and fuelconsumption and reduce emissions. While we expect these Eco-design vessels to achieve fuel savings and other cost savingsover non-Eco-design vessels, increasing demand for these vessels, there is no assurance they will actually achieve the level ofsavings over non Eco-design vessels that we anticipate. If they do not achieve the benefits we anticipate or have otheroperational difficulties, competition from other vessels without these technological improvements, which generally havelower charter rates, could adversely affect the rates at which we can charter our ECO VLGCs, which may result in a materialadverse effect on our results of operations. If we fail to manage our growth properly, we may not be able to successfully expand our fleet and may incur significantexpenses and losses. As and when market conditions permit, we intend to continue to prudently grow our fleet over the long term, inaddition to the nineteen ECO VLGCs that were delivered between July 2014 and February 2016. Acquisition opportunitiesmay arise from time to time, and any such acquisition could be significant. Successfully consummating and integratingacquisitions will depend on: ·locating and acquiring suitable vessels at a suitable price; ·identifying and completing acquisitions or joint ventures; ·integrating any acquired LPG carriers or businesses successfully with our existing operations; ·hiring, training and retaining qualified personnel and crew to manage and operate our growing business andfleet; ·expanding our customer base; and ·obtaining required financing.28 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents Certain acquisition and investment opportunities may not result in the consummation of a transaction. Anyacquisition could involve the payment by us of a substantial amount of cash, the incurrence of a substantial amount of debtor the issuance of a substantial amount of equity. In addition, we may not be able to obtain acceptable terms for the requiredfinancing for any such acquisition or investment that arises. Growing a business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficultyin obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newlyacquired vessels into existing infrastructures. Moreover, acquiring any business is subject to risks related to incorrectassumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergiesexpected to be realized as a result of acquiring operations or assets. Additionally, the expansion of our fleet may impose significant additional responsibilities on our management andstaff, including the management and staff of our in-house commercial and technical managers, and may necessitate that weincrease the number of personnel. Further, there is the risk that we may fail to successfully and timely integrate the operationsor management of any acquired businesses or assets and the risk of diverting management's attention from existingoperations or other priorities. If we fail to consummate and integrate our acquisitions in a timely and cost‑effective manner,our financial condition, results of operations and ability to pay dividends, if any, to our shareholders could be adverselyaffected. Moreover, we cannot predict the effect, if any, that any announcement or consummation of an acquisition wouldhave on the trading price of our common shares. An inability to effectively time investments in and divestments of vessels could prevent the implementation of ourbusiness strategy and negatively impact our results of operations and financial condition.Our strategy is to own and operate a fleet large enough to provide global coverage, but no larger than what thedemand for our services can support over a longer period by both contracting newbuildings and through acquisitions anddivestitures in the second-hand market. Our business is greatly influenced by the timing of investments and/or divestmentsand contracting of newbuildings. If we are unable able to identify the optimal timing of such investments, divestments orcontracting of newbuildings in relation to the shipping value cycle due to capital restraints, this could have a materialadverse effect on our competitive position, future performance, results of operations, cash flows and financial position. As our fleet grows in size, we may need to improve our operations and financial systems and recruit additional staff andcrew; if we cannot improve these systems or recruit suitable employees, our business and results of operations may beadversely affected. As and when market conditions permit, we intend to continue to prudently grow our fleet over the long term, and asa consequence of this, we may have to invest in upgrading our operating and financial systems. In addition, we may have torecruit well‑qualified seafarers and shoreside administrative and management personnel. We may not be able to hire suitableemployees to the extent we continue to expand our fleet. Our vessels require technically skilled staff with specializedtraining. If our crewing agents are unable to employ such technically skilled staff, they may not be able to adequately staffour vessels. If we are unable to operate our financial and operations systems effectively or we are unable to recruit suitableemployees as we expand our fleet, our results of operation and our ability to expand our fleet may be adversely affected. We may be unable to attract and retain key management personnel and other employees in the shipping industry withoutincurring substantial expense as a result of rising crew costs, which may negatively affect the effectiveness of ourmanagement and our results of operations. The successful development and performance of our business depends on our ability to attract and retain skilledprofessionals with appropriate experience and expertise. Any loss of the services of any of the senior management or keypersonnel could have a material adverse effect on our business and operations. 29 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsAdditionally, obtaining voyage and time charters with leading industry participants depends on a number of factors,including the ability to man vessels with suitably experienced, high-quality masters, officers and crew. In recent years, thelimited supply of and increased demand for well-qualified crew has created upward pressure on crewing costs, which wegenerally bear under our time and spot charters. Increases in crew costs may adversely affect our profitability. In addition, ifwe cannot retain sufficient numbers of quality on-board seafaring personnel, our fleet utilization will decrease, which couldhave a material adverse effect on our business, results of operations, cash flows and financial condition. Our directors and officers may in the future hold direct or indirect interests in companies that compete with us. Our directors and officers each have a history of involvement in the shipping industry and may, in the future,directly or indirectly, hold investments in companies that compete with us. In that case, they may face conflicts between theirown interests and their obligations to us. We cannot provide assurance that our directors and officers will not be influenced by their interests in or affiliationwith other shipping companies, or our competitors, and seek to cause us to take courses of action that might involve risks toour other shareholders or adversely affect us or our shareholders. Our business and operations involve inherent operating risks, and our insurance and indemnities from our customers maynot be adequate to cover potential losses from our operations. Our vessels are subject to a variety of operational risks caused by adverse weather conditions, mechanical failures,human error, war, terrorism, piracy, or other circumstances or events. We procure hull and machinery insurance, protectionand indemnity insurance, which includes environmental damage and pollution insurance coverage, and war risk insurancefor our fleet. While we endeavor to be adequately insured against all known risks related to the operation of our ships, thereremains the possibility that a liability may not be adequately covered and we may not be able to obtain adequate insurancecoverage for our fleet in the future. The insurers may also not pay particular claims. Even if our insurance coverage isadequate, we may not be able to timely obtain a replacement vessel in the event of a loss. There can be no assurance that suchinsurance coverage will remain available at economic rates. Furthermore, such insurance coverage will contain deductibles,limitations and exclusions, which are standard in the shipping industry and may increase our costs or lower our revenue ifapplied in respect of any claim. We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future.We may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurancemarket conditions. For example, more stringent environmental regulations have led in the past to increased costs for, and inthe future may result in the lack of availability of, insurance against risks of environmental damage or pollution. A marinedisaster could exceed our insurance coverage, which could harm our business, financial condition and operating results. Anyuninsured or underinsured loss could harm our business and financial condition. In addition, our insurance may be voidableby the insurers as a result of certain of our actions, such as our vessels failing to maintain certification with applicablemaritime self-regulatory organizations.Changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance moredifficult for us to obtain. In addition, upon renewal or expiration of our current policies, the insurance that may be availableto us may be significantly more expensive than our existing coverage.Because we will obtain some of our insurance through protection and indemnity associations, we may be required to makeadditional premium payments.Although we believe we carry protection and indemnity insurance consistent with industry standards, all risks maynot be adequately insured against, and any particular claim may not be paid. Any claims covered by insurance would besubject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of thesedeductibles could be material. Certain of our insurance coverage is maintained through mutual protection and indemnityassociations, and as a member of such associations we may be required to make additional payments, or calls,30 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsover and above budgeted premiums if member claims exceed association reserves. These calls will be in amounts based onour claim records, as well as the claim records of other members of the protection and indemnity associations through whichwe receive insurance coverage for tort liability, including pollution-related liability. In addition, our protection andindemnity associations may not have enough resources to cover claims made against them. Our payment of these calls couldresult in significant expense to us, which could have a material adverse effect on our business, results of operations, cashflows, financial condition, and ability to pay dividends. We may incur substantial costs for the drydocking, maintenance or replacement of our vessels as they age, and, as ourvessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. The drydocking of our vessels requires significant capital expenditures and loss of revenue while our vessels areoff‑hire. Any significant increase in the number of days of off‑hire due to such drydocking or in the costs of any repairscould have a material adverse effect on our business, results of operations, cash flows and financial condition. Although wedo not anticipate that more than one vessel will be out of service at any given time, we may underestimate the time requiredto drydock our vessels, or unanticipated problems may arise. In addition, although all of our vessels were built within the past ten years, we estimate that our vessels have a usefullife of 25 years. In general, the costs to maintain a vessel in good operating condition increases with the age of the vessel.Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in enginetechnology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. As our vessels become older, we may have to replace such vessels upon the expiration of their useful lives. Unlesswe maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace such oldervessels. The inability to replace the vessels in our fleet upon the expiration of their useful lives could have a material adverseeffect on our business, results of operations, cash flows and financial condition. Any reserves set aside for vessel replacementwill not be available for the payment of dividends to shareholders. If we purchase secondhand vessels, we will be exposed to increased costs which could adversely affect our earnings. We may acquire secondhand vessels in the future, and while we typically inspect secondhand vessels prior topurchase, this does not provide us with the same knowledge about their condition that we would have had if these vesselshad been built for and operated exclusively by us. A secondhand vessel may have conditions or defects that we were notaware of when we bought the vessel and which may require us to incur costly repairs to the vessel. These repairs may requireus to put a vessel into drydock which would reduce our fleet utilization and increase our operating costs. SeaDor Holdings, Kensico Capital Management, HNA Group Co. Ltd., John C. Hadjipateras, BW Group, Ltd. andWellington Management Group LLP each have a substantial ownership stake in us, and their interests could conflict withthe interests of our other shareholders. According to information contained in public filings, our principal shareholders include SeaDor Holdings, anaffiliate of SEACOR Holdings, Inc. (NYSE:CKH), Kensico Capital Management; Sino Energy Holdings LLC and HNALogistics LP, affiliates of HNA Group Co., Ltd.; John C. Hadjipateras, our Chief Executive Officer, President and Chairman ofthe Board of Directors; BW Euroholdings Ltd., an affiliate of BW Group Ltd.; and Wellington Management Group LLP, orour Principal Shareholders, and as of May 26, 2016, they own, or may be deemed to beneficially own, 16.5%, 14.4%, 11.6%,11.1%, 10.8% and 9.6%, respectively, of our total shares outstanding. SeaDor Holdings, Kensico Capital Management, andJohn C. Hadjipateras are represented on our Board of Directors. As a result of this substantial ownership interest and, asapplicable, their participation on the Board of Directors, our Principal Shareholders currently have the ability to influencecertain actions requiring shareholders' approval, including increasing or decreasing the authorized share capital, the electionof directors, declaration of dividends, the appointment of management, and other policy decisions. While any futuretransaction with our Principal Shareholders could benefit us, their interests could at times conflict with the interests of ourother shareholders. Conflicts of interest may arise between us and our Principal Shareholders or their affiliates, which mayresult in the conclusion of transactions on terms not determined by market forces. Any such conflicts of interest couldadversely affect our business, financial condition and results of operations, and the trading price of our commonshares. Moreover, the concentration of ownership may delay, deter or prevent acts that31 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentswould be favored by our other shareholders or deprive shareholders of an opportunity to receive a premium for their shares aspart of a sale of our business. Similarly, this concentration of share ownership may adversely affect the trading price of ourshares because investors may perceive disadvantages in owning shares in a company with concentrated ownership. United States tax authorities could treat us as a "passive foreign investment company," which could have adverse UnitedStates federal income tax consequences to United States holders. A foreign corporation will be treated as a PFIC for United States federal income tax purposes if either (1) at least75% of its gross income for any taxable year consists of "passive income" or (2) at least 50% of the average value of thecorporation's assets produce or are held for the production of "passive income." For purposes of these tests, "passive income"generally includes dividends, interest, and gains from the sale or exchange of investment property and rents and royaltiesother than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade orbusiness. For purposes of these tests, income derived from the performance of services generally does not constitute "passiveincome." United States shareholders of a PFIC are subject to an adverse United States federal income tax regime with respectto the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the saleor other disposition of their shares in the PFIC. Whether we were a PFIC for our initial taxable year 2014 and our taxable year 2015 will depend, in part, uponwhether our newbuilding contracts and the deposits made thereon are treated as assets held for the production of passiveincome and the level of cash held on hand during each of these taxable years. In making such determination, we intend totake the position that the newbuilding contracts and the deposits thereon are assets held for the production of active incomeon the basis that we expect to either time or voyage charter all vessels upon their completion and delivery under thenewbuilding contracts. However, there is no direct authority on this point and it is possible that the IRS may disagree withour position. Whether we will be treated as a PFIC for our taxable year 2016 and subsequent taxable years will depend upon thenature and extent of our operations. In this regard, we intend to treat the gross income we derive from our voyage and timechartering activities as services income, rather than rental income. Accordingly, such income should not constitute passiveincome, and the assets that we own and operate in connection with the production of such income, in particular, our vessels,should not constitute passive assets for purposes of determining whether we are a PFIC. There is substantial legal authoritysupporting this position consisting of case law and the United States Internal Revenue Service, or the IRS, pronouncementsconcerning the characterization of income derived from time charters as services income for other tax purposes. However,there is also authority which characterizes time charter income as rental income rather than services income for other taxpurposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a riskthat the IRS or a court of law could determine that we are a PFIC. In addition, although we intend to conduct our affairs in amanner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of ouroperations will not change in the future. For any taxable year in which we are, or were to be treated as, a PFIC, United States shareholders would face adverseUnited States federal income tax consequences. Under the PFIC rules, unless a shareholder makes an election available underthe U.S. Internal Revenue Code of 1986, as amended, or the Code, (which election could itself have adverse consequences forsuch shareholders, as discussed below under "Item 1. Taxation—United States Federal Income Tax Considerations—UnitedStates Federal Income Taxation of United States Holders"), excess distributions and any gain from the disposition of suchshareholder's common shares would be allocated ratably over the shareholder's holding period of the common shares and theamounts allocated to the taxable year of the excess distribution or sale or other disposition and to any year before we becamea PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at thehighest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would beimposed with respect to such tax. See "Item 1. Taxation—United States Federal Income Tax Considerations—United StatesFederal Income Taxation of United States Holders" for a more comprehensive discussion of the United States federal incometax consequences to United States shareholders if we are treated as a PFIC. 32 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsWe may have to pay tax on United States source shipping income, which would reduce our earnings. Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and oursubsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the UnitedStates may be subject to a 4%, or an effective 2%, United States federal income tax without allowance for deduction, unlessthat corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulationspromulgated thereunder. We believe that we qualify, and we expect to qualify, for exemption under Section 883 for our taxable years endedMarch 31, 2016 and our subsequent taxable years and we intend to take this position for United States federal income taxreturn reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefitof this tax exemption and thereby become subject to United States federal income tax on our United States source shippingincome. For example, we would no longer qualify for exemption under Section 883 of the Code for a particular taxable yearif certain "non‑qualified" shareholders with a 5% or greater interest in our common shares owned, in the aggregate, 50% ormore of our outstanding common shares for more than half the days during the taxable year. Due to the factual nature of theissues involved, there can be no assurances on that we or any of our subsidiaries will qualify for exemption under Section883 of the Code. If we or our subsidiaries were not entitled to exemption under Section 883 of the Code for any taxable year based onour failure to satisfy the publicly‑traded test, we or our subsidiaries would be subject for such year to an effective 2% UnitedStates federal income tax on the gross shipping income we or our subsidiaries derive during the year that is attributable to thetransport of cargoes to or from the United States. The imposition of this taxation would have a negative effect on our businessand would decrease our earnings available for distribution to our shareholders. Risks Relating to our Industry The cyclical nature of the demand for LPG transportation may lead to significant changes in charter rates, vesselutilization and vessel values, which may adversely affect our revenues, profitability and financial condition. Historically, the LPG shipping market has been cyclical with attendant volatility in profitability, charter rates andvessel values. The degree of charter rate volatility among different types of gas carriers has varied widely. Because manyfactors influencing the supply of, and demand for, vessel capacity are unpredictable, the timing, direction and degree ofchanges in the LPG shipping market are also not predictable. If charter rates decline, our earnings may decrease, particularlywith respect to our vessels deployed in the spot market, including through the Helios Pool, but also with respect to our othervessels when their charters expire, as they may not be rechartered on favorable terms when compared to the terms of theexpiring charters. Accordingly, a decline in charter rates would have an adverse effect on our revenues, profitability,liquidity, cash flow and financial position. Future growth in the demand for LPG carriers and charter rates will depend on economic growth in the worldeconomy and demand for LPG product transportation that exceeds the capacity of the growing worldwide LPG carrier fleet.We believe that the future growth in demand for LPG carriers and the charter rate levels for LPG carriers will depend primarilyupon the supply and demand for LPG, particularly in the economies of China, India, Japan, Southeast Asia, the Middle Eastand the U.S. and upon seasonal and regional changes in demand and changes to the capacity of the world fleet. The capacityof the world LPG shipping fleet appears likely to increase in the near term. Economic growth may be limited in the near term,and possibly for an extended period, as a result of the current global economic conditions, which could have an adverseeffect on our business and results of operations. The factors affecting the supply of and demand for LPG carriers are outside of our control, and the nature, timing anddegree of changes in industry conditions are unpredictable. The factors that influence demand for our vessels include: ·global or regional economic or political conditions, particularly in LPG consuming regions; 33 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents·changes in global or general industrial activity specifically in the plastics and chemical industries; ·changes in the cost of petroleum and natural gas from which LPG is derived; ·changes in the consumption of LPG or natural gas due to availability of new, alternative energy sources orchanges in the price of LPG or natural gas relative to other energy sources or other factors making consumptionof LPG or natural gas less attractive; ·supply of and demand for LPG products; ·the development and location of production facilities for LPG products; ·regional imbalances in production and demand of LPG products; ·the distance LPG and LPG products are to be moved by sea; ·worldwide production of natural gas; ·availability of competing LPG vessels; ·availability of alternative transportation means, including pipelines for LPG, which are currently few innumber, linking production areas and industrial and residential areas consuming LPG, or the conversion ofexisting non‑petroleum gas pipelines to petroleum gas pipelines in those markets; ·changes in seaborne and other transportation patterns; ·development and exploitation of alternative fuels and non-conventional hydrocarbon production; ·governmental regulations, including environmental or restrictions on offshore transportation of natural gas; ·local and international political, economic and weather conditions; ·domestic and foreign tax policies; and ·accidents, severe weather, natural disasters and other similar incidents relating to the natural gas industry. The factors that influence the supply of vessel capacity include: ·the number of newbuilding deliveries (including the equivalent of 30% of the capacity of the existing fleetexpected to be delivered by the end of 2018); ·the scrapping rate of older vessels; ·LPG vessel prices, including financing costs and the price of steel, other raw materials and vessel equipment; ·the availability of shipyards to build LPG vessels when demand is high; ·changes in environmental and other regulations that may limit the useful lives of vessels; ·technological advances in LPG vessel design and capacity; and ·the number of vessels that are out of service. 34 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsA significant decline in demand for the seaborne transport of LPG or a significant increase in the supply of LPGvessel capacity without a corresponding growth in LPG vessel demand could cause a significant decline in prevailing charterrates, which could materially adversely affect our financial condition and operating results and cash flow. A shift in consumer demand from LPG towards other energy sources or changes to trade patterns may have a materialadverse effect on our business.Substantially all of our earnings are related to the LPG industry. A shift in the consumer demand from LPG towardsother energy resources such as oil, wind energy, solar energy, or water energy will potentially affect the demand for our LPGcarriers. This could have a material adverse effect on our future performance, results of operations, cash flows and financialposition.Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sourcesof production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of LPG mayhave a significant negative or positive impact on the demand for our vessels. This could have a material adverse effect on ourfuture performance, results of operations, cash flows and financial position. The market values of our vessels may fluctuate significantly. When the market values of our vessels are low, we may incur aloss on sale of a vessel or record an impairment charge, which may adversely affect our earnings and possibly lead todefaults under our loan agreement or under future loan agreements we may enter into. Vessel values are both cyclical and volatile, and may fluctuate due to a number of different factors, includinggeneral economic and market conditions affecting the shipping industry; sophistication and condition of the vessels; typesand sizes of vessels; competition from other shipping companies; the availability of other modes of transportation; increasesin the supply of vessel capacity; charter rates; the cost and delivery of newbuildings; governmental or other regulations;supply of and demand for LPG products; prevailing freight rates; and the need to upgrade secondhand and previously ownedvessels as a result of charterer requirements, technological advances in vessel design or equipment or otherwise. In addition,as vessels grow older, they generally decline in value. Due to the cyclical nature of the market, if for any reason we sell any of our owned vessels at a time when prices aredepressed and before we have recorded an impairment adjustment to our financial statements, the sale may be for less thanthe vessel's carrying value in our financial statements, resulting in a loss and reduction in earnings. Furthermore, if vesselvalues experience significant declines and our estimated future cash flows decrease, we may have to record an impairmentadjustment in our financial statements, which could adversely affect our financial results. If the market value of our fleetdeclines, we may not be in compliance with certain provisions of our loan agreements and we may not be able to refinanceour debt or obtain additional financing or pay dividends, if any. If we are unable to pledge additional collateral, our lenderscould accelerate our debt and foreclose on our vessels. Our revenues, operations and future growth could be adversely affected by a decrease in the supply of or demand for LPGor natural gas. In recent years, there has been a strong supply of natural gas and an increase in the construction of plants andprojects involving natural gas, of which LPG is a byproduct. Several of these projects, however, have experienced delays intheir completion for various reasons and thus the expected increase in the supply of LPG from these projects may be delayedsignificantly. If the supply of natural gas decreases, we may see a concurrent reduction in the production of LPG andresulting lesser demand and lower charter rates for our vessels and the vessels in the Helios Pool, which could ultimately havea material adverse impact on our revenues, operations and future growth. Additionally, changes in environmental or otherlegislation establishing additional regulation or restrictions on LPG production and transportation, including the adoption ofclimate change legislation or regulations, or legislation in the United States placing additional regulation or restrictions onLPG production from shale gas could result in reduced demand for LPG shipping. 35 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsGeneral economic conditions could materially adversely affect our business, financial position and results of operations, aswell as our future prospects. The global economy and the volume of world trade have remained relatively weak since the severe decline in thelatter part of 2008 and in 2009. Recovery of the global economy is proceeding at varying speeds across regions but remainssubject to downside risks, including substantial sovereign debt burdens in countries throughout the world, the UnitedKingdom’s potential exit from the EU, continuing turmoil and hostilities in the Middle East, North Africa and othergeographic areas and the refugee crisis in Europe and the Middle East. There has historically been a strong link between thedevelopment of the world economy and demand for LPG shipping. Accordingly, an extended negative outlook for the worldeconomy could reduce the overall demand for our services. More specifically, some LPG products we carry are used incyclical businesses, such as the manufacturing of plastics and in the chemical industry, that were adversely affected by theeconomic downturn and, accordingly, continued weakness and any further reduction in demand in those industries couldadversely affect the LPG shipping industry. In particular, an adverse change in economic conditions affecting China, India,Japan or Southeast Asia generally could have a negative effect on the demand for LPG products, thereby adversely affectingour business, financial position and results of operations, as well as our future prospects. In addition, as a result of the ongoing economic turmoil in Greece resulting from the sovereign debt crisis and therelated austerity measures implemented by the Greek government, our operations in Greece may be subjected to newregulations that may require us to incur new or additional compliance or other administrative costs and may require that wepay to the Greek government new taxes or other fees. We also face the risk that strikes, work stoppages, civil unrest andviolence within Greece may disrupt our shoreside operations located in Greece. The state of global financial markets and current economic conditions may adversely impact our ability to obtainfinancing or refinance our credit facilities on acceptable terms, which may hinder or prevent us from operating orexpanding our business. Global financial markets, including credit markets and debt and equity capital markets, remain relatively weak sincethe severe decline in the latter part of 2008 and 2009. These issues, along with the re-pricing of credit risk and the difficultiesexperienced by financial institutions, have made, and will likely continue to make, it difficult to obtain financing. As a resultof the disruptions in the credit markets and higher capital requirements, many lenders have increased margins on lendingrates, enacted tighter lending standards, required more restrictive terms (including higher collateral ratios for advances,shorter maturities and smaller loan amounts), or refused to refinance existing debt on terms similar to current debt or at all.Furthermore, certain banks that have historically been significant lenders to the shipping industry reduced or ceased lendingactivities in the shipping industry. New banking regulations, including tightening of capital requirements and the resultingpolicies adopted by lenders, could further reduce lending activities. We may experience difficulties obtaining financingcommitments or be unable to fully draw on the capacity under our credit facilities committed in the future or refinance ourcredit facilities when our facilities mature if our lenders are unwilling to extend financing to us or unable to meet theirfunding obligations due to their own liquidity, capital or solvency issues. We cannot be certain that financing will beavailable when needed on acceptable terms or at all. In the absence of available financing, we may be unable to satisfy ourobligations, take advantage of business opportunities or respond to competitive pressures. Our operating results are subject to seasonal fluctuations, which could affect our operating results and the amount ofavailable cash with which we can pay dividends. We operate our LPG carriers in markets that have historically exhibited seasonal variations in demand and, as aresult, in charter hire rates. This seasonality may result in quarter‑to‑quarter volatility in our operating results, which couldaffect the amount of dividends that we may pay to our shareholders from quarter‑to‑quarter. The LPG shipping market istypically stronger in the spring and summer months in anticipation of increased consumption of propane and butane forheating during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vesselscheduling and supplies of certain commodities. As a result, our revenues may be stronger in fiscal quarters ended June 30and September 30, and conversely, our revenues may be weaker during the fiscal quarters ended December 31 and March 31.This seasonality could materially affect our quarterly operating results. 36 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsFuture technological innovation could reduce our charter hire income and the value of our vessels. The charter hire rates and the value and operational life of a vessel are determined by a number of factors includingthe vessel's efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability toload and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and passthrough canals and straits. The length of a vessel's physical life is related to its original design and construction, itsmaintenance and the impact of the stress of operations. We believe that our fleet is among the youngest and mosteco‑friendly fleet of all our competitors. However, if new LPG carriers are built that are more efficient or more flexible orhave longer physical lives than our vessels, competition from these more technologically advanced vessels could adverselyaffect the amount of charter hire payments we receive for our vessels and the resale value of our vessels could significantlydecrease. Similarly, if the vessels of the other participants in the Helios Pool fleet become outdated, the amount of charterhire payments to the Helios Pool may be adversely effected. As a result of the foregoing, our results of operations andfinancial condition could be adversely affected. Changes in fuel, or bunker, prices may adversely affect profits. While we do not bear the cost of fuel, or bunkers, under time and bareboat charters, including for our vesselsemployed on time charters through the Helios Pool, fuel is a significant expense in our shipping operations when vessels areoff-hire or deployed under spot charters. Changes in the price of fuel may adversely affect our profitability. The price andsupply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments,supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries, or OPEC, and other oiland gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmentalconcerns. Further, fuel may become much more expensive in the future, which may reduce profitability. We are subject to regulation and liability, including environmental laws, which could require significant expenditures andadversely affect our financial conditions and results of operations. Our business and the operation of our vessels are subject to complex laws and regulations and materially affected bygovernment regulation, including environmental regulations in the form of international conventions and national, state andlocal laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries inwhich the vessels operate, as well as in the country or countries of their registration. These regulations include, but are not limited to OPA90 that establishes an extensive regulatory and liability regimefor the protection and cleanup of the environment from oil spills and applies to any discharges of oil from a vessel, includingdischarges of fuel oil and lubricants, the U.S. Clean Air Act, U.S. Clean Water Act and requirements of the USCG and theEPA, and the U.S. Marine Transportation Security Act of 2002, and regulations of the IMO, including the IMO InternationalConvention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to asMARPOL, including the designation of ECAs thereunder, the IMO International Convention on Civil Liability for OilPollution Damage of 1969, as from time to time amended and generally referred to as CLC, the International Convention ofCivil Liability for Bunker Oil Pollution Damage, the IMO International Convention of Load Lines of 1966, as from time totime amended, and the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended andgenerally referred to as SOLAS. To comply with these and other regulations we may be required to incur additional costs tomodify our vessels, meet new operating maintenance and inspection requirements, develop contingency plans for potentialspills, and obtain insurance coverage. We are also required by various governmental and quasi-governmental agencies toobtain permits, licenses, certificates and financial assurances with respect to our operations. These permits, licenses,certificates and financial assurances may be issued or renewed with terms that could materially and adversely affect ouroperations. Because these laws and regulations are often revised, we cannot predict the ultimate cost of complying with themor the impact they may have on the resale prices or useful lives of our vessels. However, a failure to comply with applicablelaws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination ofour operations. Additional laws and regulations may be adopted which could limit our ability to do business or increase thecost of our doing business and which could materially adversely affect our operations. For example, a future serious incident,such as the April 2010 Deepwater Horizon oil spill in the Gulf of Mexico may result in new regulatory initiatives. 37 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsThe operation of our vessels is affected by the requirements set forth in the ISM Code. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes, amongother things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for safeoperation and describing procedures for dealing with emergencies. The failure of a ship owner or bareboat charterer tocomply with the ISM Code may subject the owner or charterer to increased liability, may decrease available insurancecoverage for the affected vessels, or may result in a denial of access to, or detention in, certain ports. In our case,noncompliance with the ISM Code may result in breach of our loan covenants. Currently, each of the vessels in our fleet isISM Code certified. Because these certifications are critical to our business, we place a high priority on maintaining them.Nonetheless, there is the possibility that such certifications may not be renewed. We currently maintain, for each of our vessels, pollution liability insurance coverage in the amount of $1.0 billionper incident. In addition, we carry hull and machinery and protection and indemnity insurance to cover the risks of fire andexplosion. Under certain circumstances, fire and explosion could result in a catastrophic loss. We believe that our presentinsurance coverage is adequate, but not all risks can be insured, and there is the possibility that any specific claim may not bepaid, or that we will not always be able to obtain adequate insurance coverage at reasonable rates. If the damages from acatastrophic spill exceeded our insurance coverage, the effect on our business would be severe and could possibly result inour insolvency. We believe that regulation of the shipping industry will continue to become more stringent and compliance withsuch new regulations will be more expensive for us and our competitors. Substantial violations of applicable requirements ora catastrophic release from one of our vessels could have a material adverse impact on our financial condition and results ofoperations. Climate change and greenhouse gas restrictions may adversely impact our operations and markets.Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are consideringthe adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, amongothers, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates forrenewable energy. In addition, although the emissions of greenhouse gases from international shipping currently are notsubject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adoptingcountries to implement national programs to reduce emissions of certain gases, a new treaty may be adopted in the future thatincludes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating toclimate change could increase our costs related to operating and maintaining our vessels and require us to install newemission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage agreenhouse gas emissions program. Revenue generation and strategic growth opportunities could also be adversely affectedby compliance with such changes. We may be required to make significant investments in ballast water management which may have a material adverseeffect on our future performance, results of operations, and financial position.The International Convention for the Control and Management of Vessels' Ballast Water and Sediments, or theBWM Convention, aims to prevent the spread of harmful aquatic organisms from one region to another, by establishingstandards and procedures for the management and control of ships' ballast water and sediments. The BWM Convention callsfor a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatoryconcentration limits. Investments in ballast water treatment may have a material adverse effect on our future performance,results of operations, cash flows and financial position. Our vessels may call on ports located in countries that are subject to sanctions and embargoes imposed by the U.S. or othergovernments, which could adversely affect our reputation and the market for our common shares. Since January 1, 2010, none of our vessels has called on ports located in countries subject to sanctions andembargoes imposed by the United States government and countries identified by the United States government as statesponsors of terrorism, such as Iran, Sudan and Syria. The U.S. sanctions and embargo laws and regulations vary in theirapplication, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and38 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsembargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive IranSanctions Accountability and Divestment Act, or CISADA, which expanded the scope of the Iran Sanctions Act of 1996.Among other things, CISADA expands the application of the prohibitions involving Iran to include ships or shippingservices by non U.S. companies, such as our company, and introduces limits on the ability of companies and persons to dobusiness or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleumproducts. In addition, in October 2012, President Obama issued an executive order implementing the Iran Threat Reductionand Syria Human Rights Act of 2012, or the ITRA, which extends the application of all U.S. laws and regulations relating toIran to non U.S. companies controlled by U.S. companies or persons as if they were themselves U.S. companies or persons,expands categories of sanctionable activities, adds additional forms of potential sanctions and imposes certain relatedreporting obligations with respect to activities of the Commission registrants and their affiliates. The ITRA also includes aprovision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran SanctionsAct, as amended, on a person the President determines is controlling beneficial owner of, or otherwise owns, operates orcontrols or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is acontrolling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the personotherwise owns, operates, controls, or insures the vessel, the person knew or should have known the vessel was so used. Sucha person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financialtransactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years. Finally, inJanuary 2013, the U.S. enacted the Iran Freedom and Counter Proliferation Act of 2012 (the "IFCPA") which expanded thescope of U.S. sanctions on any person that is part of Iran's energy, shipping or shipbuilding sector and operators of ports inIran, and imposes penalties on any person who facilitates or otherwise knowingly provides significant financial, material orother support to these entities. On November 24, 2013, the P5+1 (the United States, United Kingdom, Germany, France, Russia and China) enteredinto an interim agreement with Iran entitled the “Joint Plan of Action,” or JPOA. Under the JPOA it was agreed that, inexchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, theU.S. and EU would voluntarily suspend certain sanctions for a period of six months. On January 20, 2014, the U.S. and E.U. indicated that they would begin implementing the temporary relief measuresprovided for under the JPOA. These measures include, among other things, the suspension of certain sanctions on the Iranianpetrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014. The U.S.subsequently extended the JPOA twice. On July 14, 2015, the P5+1 and the EU announced that they reached a landmark agreement with Iran titled the JointComprehensive Plan of Action Regarding the Islamic Republic of Iran’s Nuclear Program, or the JCPOA, which is intended tosignificantly restrict Iran’s ability to develop and produce nuclear weapons for 10 years while simultaneously easingsanctions directed toward non-U.S. persons for conduct involving Iran, but taking place outside of U.S. jurisdiction and doesnot involve U.S. persons. On January 16, 2016, the United States joined the EU and the UN in lifting a significant number oftheir nuclear-related sanctions on Iran following an announcement by the International Atomic Energy Agency, or the IAEA,that Iran had satisfied its respective obligations under the JCPOA. U.S. sanctions prohibiting certain conduct that is now permitted under the JCPOA have not actually been repealedor permanently terminated at this time. Rather, the U.S. government has implemented changes to the sanctions regime by: (1)issuing waivers of certain statutory sanctions provisions; (2) committing to refrain from exercising certain discretionarysanctions authorities; (3) removing certain individuals and entities from the Office of Foreign Assets Control’s sanctionslists; and (4) revoking certain Executive Orders and specified sections of Executive Orders. These sanctions will not bepermanently "lifted" until the earlier of “Transition Day,” set to occur on October 20, 2023, or upon a report from the IAEAstating that all nuclear material in Iran is being used for peaceful activities. Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations andintend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as thescope of certain laws may vary or may be subject to changing interpretations and we may be unable to prevent our charterersfrom violating contractual and legal restrictions on their operations of the vessels. Any such violation could result in fines orother penalties for us and could result in some investors deciding, or being required, to divest their interest, or not to invest,in the Company. Additionally, some investors may decide to divest their interest, or not to invest, in the39 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsCompany simply because we do business with companies that do business in sanctioned countries. Moreover, our charterersmay violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or ourvessels, and those violations could in turn negatively affect our reputation. Investor perception of the value of our commonshares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmentalactions in these and surrounding countries. Our vessels are subject to periodic inspections by a classification society. The hull and machinery of every commercial vessel must be classed by a classification society authorized by itscountry of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicablerules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. Our VLGCs arecurrently classed with Lloyd's Register, ABS or Det Norske Veritas. A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, avessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over afive‑year period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for machineryinspection. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts ofsuch vessel. However, for vessels not exceeding 15 years that have means to facilitate underwater inspection in lieu ofdrydocking, the drydocking can be skipped and be conducted concurrently with the special survey. If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, thevessel will be unable to trade between ports and will be unemployable, and we could be in violation of covenants in our loanagreements and insurance contracts or other financing arrangements. This would adversely impact our operations andrevenues. Maritime claimants could arrest our vessels, which could interrupt our cash flow. Crew members, suppliers of goods and services to a vessel, shippers of cargo and others may be entitled to amaritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder mayenforce its lien by arresting or attaching a vessel through foreclosure proceedings. The arrest or attachment of one or more ofour vessels could interrupt our cash flow and require us to pay large sums of funds to have the arrest lifted. In addition, in some jurisdictions, such as South Africa, under the "sister ship" theory of liability, a claimant mayarrest both the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel ownedor controlled by the same owner. Claimants could try to assert "sister ship" liability against one vessel in our fleet for claimsrelating to another of our ships or, possibly, another vessel managed by one of our shareholders holding more than 5% of ourcommon stock or entities affiliated with them. Governments could requisition our vessels during a period of war or emergency, resulting in loss of revenues. The government of a vessel's registry could requisition for title or seize our vessels. Requisition for title occurs whena government takes control of a vessel and becomes the owner. A government could also requisition our vessels for hire.Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictatedcharter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of ourvessels could have a material adverse effect on our business, results of operations, cash flows and financial condition. Risks involved with operating ocean-going vessels could adversely affect our business or reputation, and could cause us toexperience unexpected drydocking costs, any of which could result in a material adverse effect on our financial condition,results of operations, cash flows, and ability to pay dividends. The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes are at risk of beingdamaged or lost because of events such as marine disasters, bad weather, mechanical failures, grounding, fire, explosions,collisions, human error, war, terrorism, piracy, cargo loss, latent defects, acts of God and other circumstances or events.40 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsChanging economic, regulatory and political conditions in some countries, including political and military conflicts, havefrom time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. Damage tothe environment could also result from our operations, particularly through spillage of fuel, lubricants or other chemicals andsubstances used in operations, or extensive uncontrolled fires. These hazards may result in death or injury to persons, loss ofrevenues or property, environmental damage, higher insurance rates, damage to our customer relationships, marketdisruptions, delay or rerouting, any of which may also subject us to litigation. As a result, we could be exposed to substantialliabilities not recoverable under our insurances. Further, the involvement of our vessels in a serious accident could harm ourreputation as a safe and reliable vessel operator and lead to a loss of business.If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs areunpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover at all or infull. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs,may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limitedand not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facilityor our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels' positions. Theloss of earnings while these vessels are forced to wait for space or to travel or be towed to more distant drydocking facilitiesmay adversely affect our business, financial condition, results of operations and cash flows. We may be subject to litigation that could have an adverse effect on our business and financial condition. We are currently not involved in any litigation matters that are expected to have a material adverse effect on ourbusiness or financial condition. Nevertheless, we anticipate that we could be involved in litigation matters from time to timein the future. The operating hazards inherent in our business expose us to litigation, including personal injury litigation,environmental litigation, contractual litigation with clients, intellectual property litigation, tax or securities litigation, andmaritime lawsuits including the possible arrest of our vessels. We cannot predict with certainty the outcome or effect of anyclaim or other litigation matter. Any future litigation may have an adverse effect on our business, financial position, results ofoperations and our ability to pay dividends, because of potential negative outcomes, the costs associated with prosecuting ordefending such lawsuits, and the diversion of management's attention to these matters. Additionally, our insurance may notbe applicable or sufficient to cover the related costs in all cases or our insurers may not remain solvent. Acts of piracy on ocean-going vessels could adversely affect our business. Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South ChinaSea, the Strait of Malacca, the Indian Ocean, the Arabian Sea, the Red Sea, off the coast of West Africa and in the Gulf ofAden off the coast of Somalia. Sea piracy incidents continue to occur, particularly in the South China Sea, the Strait ofMalacca, off the coast of West Africa and off the coast of Somalia. If these piracy attacks occur in regions in which our vesselsare deployed and are characterized by insurers as "war risk" zones, as the Gulf of Aden continues to be, or Joint WarCommittee (JWC) "war and strikes" listed areas, premiums payable for such coverage, for which we are responsible withrespect to vessels employed on spot charters, but not vessels employed on bareboat or time charters, could increasesignificantly and such insurance coverage may be more difficult to obtain. In addition, costs to employ onboard securityguards could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, whichcould have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels,or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business,financial condition and results of operations. Our operations outside the United States expose us to global risks, such as political conflict and terrorism, which mayinterfere with the operation of our vessels and could have a material adverse impact on our operating results, revenues andcosts. We are an international company and primarily conduct our operations outside the United States. Changingeconomic, political and governmental conditions in the countries where we are engaged in business or where our vessels areregistered affect us. In the past, political conflicts, particularly in the Arabian Gulf, resulted in attacks on vessels, mining ofwaterways and other efforts to disrupt shipping in the area. For example, in October 2002, the vessel Limburg 41 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents(which is not affiliated with our Company) was attacked by terrorists in Yemen. Acts of terrorism and piracy have alsoaffected vessels trading in regions such as the South China Sea. As a result of the military response of the United States andother nations to threats of terrorism as well as the ongoing conflicts in Iraq, Syria, Afghanistan, Pakistan and Yemen, thelikelihood of future acts of terrorism may increase, and our vessels may face higher risks of being attacked. In addition, futurehostilities or other political instability in regions where our vessels trade could affect our trade patterns and adversely affectour operations and performance. Hostilities in or closure of major waterways in the Middle East, Ukraine or Black Sea regioncould adversely affect the availability of and demand for crude oil and petroleum products, as well as LPG, and negativelyaffect our investment and our customers' investment decisions over an extended period of time. In addition, sanctions againstoil exporting countries such as Iran, Russia, Sudan and Syria may also impact the availability of crude oil, petroleumproducts and LPG and which would increase the availability of applicable vessels thereby impacting negatively charter rates. Terrorist attacks, or the perception that LPG or natural gas facilities or oil refineries and LPG carriers are potentialterrorist targets, could materially and adversely affect the continued supply of LPG. Concern that LPG and natural gasfacilities may be targeted for attack by terrorists has contributed to a significant community and environmental resistance tothe construction of a number of natural gas facilities, primarily in North America. If a terrorist incident involving a gasfacility or gas carrier did occur, the incident may adversely affect necessary LPG facilities or natural gas facilities currently inoperation. Furthermore, future terrorist attacks could result in increased volatility of the financial markets in the United Statesand globally and could result in an economic recession in the United States or the world. Any of these occurrences couldhave a material adverse impact on our operating results, revenues and costs. If labor or other interruptions are not resolved in a timely manner, they could have a material adverse effect on ourfinancial condition. We employ masters, officers and crews to man our vessels. If not resolved in a timely and cost-effective manner,industrial action or other labor unrest or any other interruption arising from incidents of whistleblowing whether proven ornot, could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect onour business, financial condition, results of operations, cash flows, and ability to pay dividends. Risks Relating To Our Common Shares The price of our common shares may be highly volatile. The market price of our common shares may fluctuate significantly in response to many factors, such as actual oranticipated fluctuations in our operating results and those of other public companies in the LPG shipping or relatedindustries, market conditions in the LPG shipping industry, changes in financial estimates by securities analysts, significantsales of our shares by us or our shareholders, economic and regulatory trends, general market conditions, rumors and otherfactors, many of which are beyond our control. In addition, since approximately 74% of our outstanding shares are held byour Principal Shareholders, any movement in our stock price may be exaggerated due to less liquidity. An adversedevelopment in the market price for our common shares could also negatively affect our ability to issue new equity to fundour activities. Our board of directors may not declare dividends. We have not paid any dividends since our inception in July 2013. We will evaluate the potential level and timing ofdividends as soon as profits and cash flows allow. However, the timing and amount of any dividend payments will always besubject to the discretion of our board of directors and will depend on, among other things, earnings, capital expenditurecommitments, market prospects, current capital expenditure programs, investment opportunities, the provisions of MarshallIslands law affecting the payment of distributions to shareholders, and the terms and restrictions of our credit facilities. TheLPG shipping industry is highly volatile, and we cannot predict with certainty the amount of cash, if any, that will beavailable for distribution as dividends in any period. Also, there may be a high degree of variability from period to period inthe amount of cash that is available for the payment of dividends. 42 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsWe may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate theamount of cash that we have available for distribution as dividends, including as a result of the risks described herein. Ourgrowth strategy contemplates that we will primarily finance our acquisitions of additional vessels through debt financings orthe net proceeds of future equity issuances on terms acceptable to us. If financing is not available to us on acceptable terms,our board of directors may determine to finance or refinance acquisitions with cash from operations, which would reduce theamount of any cash available for the payment of dividends. In general, under the terms of our credit facilities, we are not permitted to pay dividends if there is a default or abreach of a loan covenant. The Republic of Marshall Islands laws generally prohibit the payment of dividends other than from surplus (retainedearnings and the excess of consideration received for the sale of shares above the par value of the shares) or while a companyis insolvent or would be rendered insolvent by the payment of such a dividend. We may not have sufficient surplus in thefuture to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can giveno assurance that dividends will be paid at all. We are a holding company, and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy ourfinancial obligations and to make dividend payments. We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. Asa result, our ability to satisfy our financial obligations and to pay dividends, if any, to our shareholders depends on theability of our subsidiaries to generate profits available for distribution to us. The ability of a subsidiary to make thesedistributions could be affected by a claim or other action by a third party, including a creditor, the terms of our financingarrangements or by the law of its jurisdiction of incorporation which regulates the payment of dividends. Our subsidiarieswho are party to the RBS Loan Facility are prohibited from paying dividends to us without the consent of the lender.However, the loan facility permits the borrowers to make expenditures to fund our administration and operations. We may issue additional shares in the future, which could cause the market price of our common shares to decline. We may issue additional shares in the future in connection with, among other things, future vessel acquisitions orrepayment of outstanding indebtedness, without shareholder approval, in a number of circumstances. Our issuance ofadditional shares would have the following effects: our existing shareholders' proportionate ownership interest in us willdecrease; the amount of cash available for dividends payable per share may decrease; the relative voting strength of eachpreviously outstanding share may be diminished; and the market price of our shares may decline. A future sale of shares by major shareholders may reduce the share price. As of the date of this report and based on information contained in documents publicly filed by our PrincipalShareholders, our Principal Shareholders own an aggregate of 41.2 million common shares, or approximately 74% of ouroutstanding common shares. Sales or the possibility of sales of substantial amounts of our common shares by any of ourPrincipal Shareholders could adversely affect the market price of our common shares. We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law. We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body ofcorporate or case law. As a result, shareholders may have fewer rights and protections under Marshall Islands law than under atypical jurisdiction in the United States. Our corporate affairs are governed by our articles of incorporation and bylaws andby the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of thecorporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic ofthe Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republicof the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes orjudicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA doesspecifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states43 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentswith substantially similar legislative provisions, we cannot predict whether Marshall Islands courts would reach the sameconclusions as U.S. courts. Therefore, our public shareholders may have more difficulty in protecting their interests in theface of actions by the management, directors or controlling shareholders than would shareholders of a corporationincorporated in a U.S. jurisdiction. It may be difficult to enforce a U.S. judgment against us, our officers and our directors because we are a foreigncorporation. We are incorporated in the Republic of the Marshall Islands and most of our subsidiaries are organized in theRepublic of the Marshall Islands. Substantially all of our assets and those of our subsidiaries are located outside the UnitedStates. As a result, our shareholders should not assume that courts in the countries in which we or our subsidiaries areincorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courtsobtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and statesecurities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based upon these laws. We are an "emerging growth company,” as defined in the JOBS Act, and we cannot be certain if the reduced disclosurerequirements applicable to emerging growth companies make our common shares less attractive to investors. We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certainexemptions from various reporting requirements that are applicable to other public companies that are not "emerging growthcompanies." We cannot determine if investors will find our common shares less attractive because we rely on theseexemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market forour common shares and our share price may be more volatile. In addition, under the JOBS Act, our independent registered public accounting firm is not required to attest to theeffectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes‑Oxley Act of 2002 forso long as we are an emerging growth company. For as long as we take advantage of the reduced reporting obligations, theinformation that we provide shareholders may be different from information provided by other public companies, whichcould impact the trading price of our shares. Our organizational documents contain anti‑‑takeover provisions. Several provisions of our articles of incorporation and our bylaws could make it difficult for our shareholders tochange the composition of our board of directors in any one year, preventing them from changing the composition ofmanagement. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholdersmay consider favorable. These provisions include: ·authorizing our board of directors to issue "blank check" preferred shares without shareholder approval; ·providing for a classified board of directors with staggered, three‑year terms; ·authorizing the removal of directors only for cause; ·limiting the persons who may call special meetings of shareholders; ·establishing advance notice requirements for nominations for election to our board of directors or for proposingmatters that can be acted on by shareholders at shareholder meetings; and ·restricting business combinations with interested stockholders. These anti‑takeover provisions could substantially impede the ability of our shareholders to benefit from a changein control and, as a result, may reduce the market price of our common shares and shareholders' ability to realize anypotential change of control premium. 44 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents We have a shareholders rights agreement that could delay or prevent a change in control. On December 21, 2015, our Board of Directors adopted a shareholder rights agreement, or the Rights Agreement.The Rights Agreement may cause substantial dilution to a person or group that attempts to acquire control of our Companyon terms that our Board of Directors does not believe are in our shareholders’ best interest. The Rights Agreement is intendedto protect our shareholders in the event of an unfair or coercive offer to acquire control of the Company and to provide ourBoard of Directors with adequate time to evaluate unsolicited offers. The Rights Agreement may prevent or make takeoversor unsolicited corporate transactions with respect to our Company more difficult, even if shareholders consider suchtransactions favorable, possibly including transactions in which shareholders might otherwise receive a premium for theirshares. For more information, please see the Rights Agreement dated December 21, 2015 filed as an exhibit to our currentreport on Form 8-K filed with the Commission on December 21, 2015. We may have fluctuations in the amount and frequency of our stock repurchases that could affect our liquidity position. On August 5, 2015, we publicly announced that our Board of Directors had authorized the repurchase of up to $100million of our common stock on or before December 31, 2016. The amount, timing, and execution of our stock repurchaseprogram may fluctuate based on our priorities for the use of cash for other purposes—such as investing in our business,including operational spending, capital spending, and acquisitions, and returning cash to our stockholders as dividendpayments—and because of changes in cash flows and changes in tax laws. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 2. PROPERTIES. LPG carriers are the principal physical properties owned by us and are more fully described in "Our Fleet" in "Item 1.Business." We do not own any real property. We lease office space at 27 Signal Road, Stamford, Connecticut, 06902, USA;River House, 143-145 Farringdon Road, London, EC1R 3AB, UK; and 24 Poseidonos Avenue, 17674, Kallithea, Greece. ITEM 3. LEGAL PROCEEDINGS. We have not been involved in any legal proceedings that we believe may have a significant effect on our business,financial position, results of operations or liquidity, and we are not aware of any proceedings that are pending or threatenedthat may have a material effect on our business, financial position, results of operations or liquidity. From time to time we areand expect to be subject to legal proceedings and claims in the ordinary course of our business, principally personal injuryand property casualty claims. These claims, even if lacking merit, could result in the expenditure of significant financial andmanagerial resources. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.45 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES. Our common shares have traded on the New York Stock Exchange, or NYSE, since May 9, 2014, under the symbol"LPG" and traded on the Norwegian OTC List from July 30, 2013 through November 5, 2014 under the symbol "DORIAN."As of May 26, 2016, we had 57 registered holders of our common shares, including Cede & Co., the nominee for theDepository Trust Company. The following tables set forth the high and low prices for our common shares as reported on the NYSE and theNorwegian OTC List for the calendar periods listed below. On May 26, 2016, the exchange rate between the NorwegianKrone and the U.S. dollar was NOK8.2799 to one U.S. dollar based on the Bloomberg Composite Rate in effect on that date. The following information gives effect to a one-for-five reverse stock split of our common shares effected on April25, 2014. NYSE Norwegian OTC List High Low High Low For the Quarter Ended (US$) (US$) (NOK) (NOK) June 30, 2014* 24.93 17.95 132.00 105.00 September 30, 2014 24.20 17.73 132.00 114.50 December 31, 2014** 18.15 9.94 114.50 75.00 March 31, 2015 14.26 10.10 — — June 30, 2015 16.80 12.85 — — September 30, 2015 17.59 9.95 — — December 31, 2015 13.80 10.43 — — March 31, 2016 12.35 8.67 — — * Period for the NYSE begins on May 9, 2014**Deactivated on the Norwegian OTC List on November 5, 2014 Stock Repurchase Program See Note 12 to our consolidated financial statements for a discussion of our stock repurchase program. Equity Compensation Plans Information about the securities authorized for issuance under our compensation plan is incorporated by referencefrom our Proxy Statement for the 2016 Annual Meeting of Stockholders, which will be filed with the Commission within 120days of March 31, 2016. DividendsWe have not paid any dividends since our inception in July 2013. We will evaluate the potential level and timing ofdividends as soon as profits and capital expenditure requirements allow. However, the timing and amount of any dividendpayments will always be subject to the discretion of our board of directors and will depend on, among other things, earnings,potential future capital expenditure commitments, market prospects, current capital expenditure programs, investmentopportunities, the provisions of Marshall Islands law affecting the payment of distributions to shareholders, and the termsand restrictions of our existing and future credit facilities. Marshall Islands law generally prohibits the payment of dividendsother than from operating surplus or while a company is insolvent or would be rendered insolvent upon the payment of suchdividend.46 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsIn addition, since we are a holding company with no material assets other than the shares of our subsidiaries throughwhich we conduct our operations, our ability to pay dividends will depend on our subsidiaries' distributing to us theirearnings and cash flows. Our subsidiaries that own the four vessels in our Initial Fleet and who are party to the RBS LoanFacility are prohibited from paying dividends to us without the consent of the lender. However, the loan facility permits theborrowers to make expenditures to fund the administration and operation of Dorian LPG Ltd. Taxation Please see “Item 1. Business—Taxation” for a discussion of certain tax considerations related to holders of ourcommon shares. Purchases of Equity Securities On August 5, 2015, we publicly announced that our Board of Directors had authorized the repurchase of up to $100million of our common stock on or before December 31, 2016. The table below sets forth information regarding ourpurchases of our common stock during the quarterly period ended March 31, 2016: Total Number of Shares Purchased as Part of Maximum Dollar Total Publicly Value of Shares Number Average Announced that May Yet Be of Shares Price Paid Plans or Purchased Under thePeriod Purchased Per Share Programs Plan or ProgramsJanuary 1 to 31, 2016 — $ — — $89,929,430February 1 to 29, 2016 694,933 9.91 694,933 83,045,814March 1 to 31, 2016 405,201 9.85 405,201 79,056,259Total 1,100,134 $9.88 1,100,134 $79,056,259 Stock Performance Graph The performance graph below shows the cumulative total return to stockholders of our common stock relative to thecumulative total returns of the Russell 2000 Index and the Dorian Peer Group Index (defined below). The graph tracks theperformance of a $100 investment in our common stock and in each of the indices (with the reinvestment of dividends) fromMay 7, 2014 (the date our common stock was listed on the New York Stock Exchange) to March 31, 2016. The stock priceperformance included in this graph is not necessarily indicative of future stock price performance. The Dorian Peer Group Index is a self-constructed peer group that consists of the following direct competitors on aline-of-business basis: BWLPG, NVGS and Avance. NVGS’s common stock trades on the New York Stock Exchange, whilethe common stock of Avance and BWLPG trade on the Oslo Stock Exchange. For the purposes of the below comparison, thecumulative total returns for Avance and BWLPG were converted into U.S. dollars based on the relevant NOK to one USDexchange rate prevailing on the dates listed below. 47 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents 5/7/14 6/30/14 9/30/14 12/31/14 3/31/15 6/30/15 9/30/15 12/31/15 3/31/16Dorian LPG Ltd. ("LPG") 100.00 121.00 93.79 73.11 68.58 87.79 54.26 61.95 49.47Russell 2000 Index ("RTY Index") 100.00 107.89 99.95 109.68 114.41 114.89 101.20 104.84 103.24Peer Index 100.00 113.09 106.70 77.15 73.32 81.56 60.31 66.99 62.07NOK to USD exchange conversion rate 5.9098 6.1331 6.4261 7.4520 8.0608 7.8532 8.5155 8.8431 8.2685 This performance graph shall not be deemed “soliciting material” or to be “filed” with the Commission for purposesof Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilitiesunder that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under theSecurities Act of 1933, as amended, or the Securities Act. ITEM 6. SELECTED FINANCIAL DATA. The following table presents selected historical financial and other data of Dorian LPG Ltd. and its subsidiaries andthe Predecessor Businesses' of Dorian LPG Ltd. for the periods indicated. The selected historical financial data of Dorian LPGLtd. as of March 31, 2016 and 2015, for the years ended March 31, 2016 and 2015 and for the period July 1, 2013 (inception)to March 31, 2014 has been derived from our audited consolidated financial statements and notes thereto and the selectedhistorical financial data of the Predecessor for the period April 1, 2013 to July 28, 2013 has been derived from thePredecessor Businesses' audited combined financial statements, all included in “Item 8. Financial Statements andSupplementary Data”. The selected historical financial data of Dorian LPG Ltd. and its subsidiaries as of March 31, 2014 andthe selected historical financial data of the Predecessor for the fiscal years ended March 31, 2013 and 2012, have beenderived from our audited consolidated financial statements and notes thereto and the Predecessor Businesses' auditedcombined financial statements not appearing in this Form 10-K. The following table should be read together with and arequalified in its entirety by reference to such financial statements, which have been prepared in accordance with U.S.48 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsgenerally accepted accounting principles, or U.S. GAAP and with “Item 7. Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.” Dorian LPG Ltd. Predecessor Businesses of Dorian LPG Ltd. Period July 1, 2013 Period April 1, Year ended Year ended (inception) to 2013 to Year ended Year ended (in U.S. dollars, except fleet data) March 31, 2016 March 31, 2015 March 31, 2014 July 28, 2013 March 31, 2013 March 31, 2012 Statement of Operations Data Revenues $289,207,829 $104,129,149 $29,633,700 $15,383,116 $38,661,846 $34,571,042 Expenses Voyage expenses 12,064,682 22,081,856 6,670,971 3,623,872 8,751,257 2,075,698 Voyage expenses—related party — — — 198,360 505,926 448,683 Vessel operating expenses 47,119,990 21,256,165 8,394,959 4,638,725 12,038,926 14,410,349 Management fees—related party — 1,125,000 3,122,356 601,202 1,824,000 1,824,000 Impairment — 1,431,818 — — — — Depreciation and amortization 42,591,942 14,093,744 6,620,372 3,955,309 12,024,829 11,847,628 General and administrativeexpenses 29,836,029 14,145,086 433,674 28,204 157,039 80,552 Loss on disposal of assets 1,125,395 — — — — — Total expenses 132,738,038 74,133,669 25,242,332 13,045,672 35,301,977 30,686,910 Other income—related parties 1,945,396 93,929 — — — — Operating income 158,415,187 30,089,409 4,391,368 2,337,444 3,359,869 3,884,132 Other income/(expenses) Interest and finance costs (12,757,013) (289,090) (1,579,206) (762,815) (2,568,985) (2,415,855) Interest income 148,360 418,597 428,201 98 598 504 Gain/(loss) on derivatives, net (15,775,629) (3,959,203) (1,104,001) 2,830,205 (5,588,479) (10,943,316) Foreign currency gain/(loss), net (342,523) (998,931) 697,481 (5) (53,700) 2,215 Total other income/(expenses), net (28,726,805) (4,828,627) (1,557,525) 2,067,483 (8,210,566) (13,356,452) Net income/(loss) $129,688,382 $25,260,782 $2,833,843 $4,404,927 $(4,850,697) $(9,472,320) Earnings per common share—basic $2.29 $0.45 $0.09 $— $— $— Earnings per common share—diluted $2.29 $0.45 $0.09 $— $— $— Other Financial Data Adjusted EBITDA $204,865,215 $47,346,202 $12,137,422 $6,292,846 $15,331,596 $15,734,479 Fleet Data Calendar days 5,491 1,986 984 476 1,460 1,464 Available days 5,406 1,925 964 476 1,447 1,421 Operating days 5,031 1,652 941 449 1,359 1,405 Fleet utilization 93.1% 85.8% 97.7% 94.3% 93.9% 98.9%Average Daily Results Time charter equivalent rate $55,087 $49,665 $24,402 $25,748 $21,637 $22,809 Daily vessel operating expenses $8,581 $10,703 $8,531 $9,745 $8,246 $9,843 Dorian LPG Ltd. Predecessor Businesses of Dorian LPG Ltd. As of As of As of As of As of (in U.S. dollars) March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012 Balance Sheet Data Cash and cash equivalents $46,411,962 $204,821,183 $279,131,795 $1,041,644 $2,040,290 Restricted cash, non – current 50,812,789 33,210,000 4,500,000 — — Total assets 1,865,926,292 1,099,101,270 840,245,766 194,447,604 203,943,273 Current portion of long-term debt 66,265,643 15,677,553 9,612,000 12,112,000 10,612,000 Long-term debt – net of currentportion 770,102,729 184,665,874 119,106,500 128,718,500 139,003,000 Total liabilities 880,327,055 225,887,011 148,046,334 181,689,814 186,334,786 Total shareholders’ equity $985,599,237 $873,214,259 $692,199,432 $12,757,790 $17,608,487 (1)Adjusted EBITDA is non-U.S. GAAP financial measure and represents net income before interest and finance costs,loss/(gain) on derivatives, net, stock compensation expense, impairment, and depreciation and amortization and isused as a supplemental financial measure by management to assess our financial and operating performance. Webelieve that adjusted EBITDA assists our management and investors by increasing the49 (1)(2)(3)(4)(7)(5)(7)(6)(7)(8)(9)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentscomparability of our performance from period to period. This increased comparability is achieved by excluding thepotentially disparate effects between periods of derivatives, interest and finance costs, stock-based compensation expense,impairment, depreciation and amortization and loss on disposal of assets expense, which items are affected by various andpossibly changing financing methods, capital structure and historical cost basis and which items may significantly affect netincome between periods. We believe that including adjusted EBITDA as a financial and operating measure benefits investorsin selecting between investing in us and other investment alternatives. Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income,operating income, cash flow from operating activities or any other measure of financial performance presented inaccordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income. AdjustedEBITDA as presented below may not be computed consistently with similarly titled measures of other companiesand, therefore might not be comparable with other companies. The following table sets forth a reconciliation of net income/(loss) to Adjusted EBITDA (unaudited) for the periodspresented: Dorian LPG Ltd. Predecessor Businesses of Dorian LPG Ltd. Period July 1, 2013 Period April 1, Year ended Year ended (inception) to 2013 to Year ended Year ended March 31, 2016 March 31, 2015 March 31, 2014 July 28, 2013 March 31, 2013 March 31, 2012 (in U.S. dollars) Net income/(loss) $129,688,382 $25,260,782 $2,833,843 $4,404,927 $(4,850,697) $(9,472,320) Interest and finance costs 12,757,013 289,090 1,579,206 762,815 2,568,985 2,415,855 (Gain)/loss on derivatives, net 15,775,629 3,959,203 1,104,001 (2,830,205) 5,588,479 10,943,316 Stock-based compensation expense 4,052,249 2,311,565 — — — — Impairment — 1,431,818 — — — — Depreciation and amortization 42,591,942 14,093,744 6,620,372 3,955,309 12,024,829 11,847,628 Adjusted EBITDA $204,865,215 $47,346,202 $12,137,422 $6,292,846 $15,331,596 $15,734,479 (2)We define calendar days as the total number of days in a period during which each vessel in our fleet was owned.Calendar days are an indicator of the size of the fleet over a period and affect both the amount of revenues and theamount of expenses that are recorded during that period. (3)We define available days as calendar days less aggregate off‑hire days associated with scheduled maintenance,which include major repairs, drydockings, vessel upgrades or special or intermediate surveys. We use available daysto measure the aggregate number of days in a period that our vessels should be capable of generating revenues. (4)We define operating days as available days less the aggregate number of days that our vessels are off‑hire for anyreason other than scheduled maintenance. We use operating days to measure the number of days in a period that ouroperating vessels are on hire (refer to 7 below). (5)We calculate fleet utilization by dividing the number of operating days during a period by the number of availabledays during that period. An increase in non‑scheduled off‑hire days would reduce our operating days, andtherefore, our fleet utilization. We use fleet utilization to measure our ability to efficiently find suitable employmentfor our vessels. (6)Time charter equivalent rate, or TCE rate, is a non-GAAP measure of the average daily revenue performance of avessel. TCE rate is a shipping industry performance measure used primarily to compare period‑to‑period changes ina shipping company’s performance despite changes in the mix of charter types (such as time charters, voyagecharters) under which the vessels may be employed between the periods. Our method of calculating TCE rate is todivide revenue net of voyage expenses by operating days for the relevant time period, which may not be calculatedthe same by other companies.50 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents The following table sets forth a reconciliation of revenues to TCE rate (unaudited) for the periods presented: Dorian LPG Ltd. Predecessor Businesses of Dorian LPG Ltd. Period July 1,2013 Period April 1, Year endedYear ended(inception) to2013 to Year endedYear ended(in U.S. dollars, except operating days)March 31, 2016March 31, 2015March 31, 2014July 28, 2013March 31, 2013March 31, 2012Numerator:Revenues$289,207,829$104,129,149$29,633,700$15,383,116$38,661,846$34,571,042Voyage expenses(12,064,682)(22,081,856)(6,670,971)(3,623,872)(8,751,257)(2,075,698)Voyage expenses—related party — — —(198,360)(505,926)(448,683)Time charter equivalent$277,143,147$82,047,293$22,962,729$11,560,884$29,404,663$32,046,661Denominator:Operating days5,0311,6529414491,3591,405TCE rate:Time charter equivalent rate$55,087$49,665$24,402$25,748$21,637$22,809 (7)We determine operating days for each vessel based on the underlying vessel employment, including our vessels inthe Helios Pool, which resulted in 5,031 operating days, fleet utilization of 93.1% and a TCE rate of $55,087 for theyear ended March 31, 2016. If we were to calculate operating days for each vessel within the Helios Pool as avariable rate time charter for the year ended March 31, 2016, our operating days and fleet utilization would beincreased to 5,291 and 97.9%, respectively and our TCE rate would be reduced to $52,380. We believe that ourmethodology using the underlying vessel employment provides more meaningful insight into market conditionsand the performance of our vessels. (8)Daily vessel operating expenses are calculated by dividing vessel operating expenses by calendar days for therelevant time period. (9)Total owners’ equity for the Predecessor Businesses of Dorian LPG Ltd. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS. You should read the following discussion of our financial condition and results of operations in conjunction withour consolidated and our Predecessor Businesses’ combined financial statements and related notes included elsewhere in thisreport. Among other things, those financial statements include more detailed information regarding the basis of presentationfor the following information. The financial statements have been prepared in accordance with U.S. GAAP and are presentedin U.S. Dollars unless otherwise indicated. The following discussion contains forward‑looking statements that involve risksand uncertainties. As a result of many factors, such as those set forth under "Item 1A—Risk Factors" and elsewhere in thisreport, our actual results may differ materially from those anticipated in these forward‑looking statements. Please see thesection "Forward‑Looking Statements" elsewhere in this report. For the period April 1, 2013 to July 28, 2013, the combined financial statements include the accounts of the vesselowning companies of our Initial Fleet, which we refer to collectively as our Predecessor or the Predecessor Businesses. Ourfinancial position, results of operations and cash flows reflected in our Predecessor combined financial statements are notindicative of those that would have been achieved had we operated as an independent stand‑alone entity for all periodspresented or of future results. As such, the results of operations for Predecessor Businesses for the period April 1, 2013 to July28, 2013 are not comparable and have been presented separately. Overview We are a Marshall Islands corporation, headquartered in the United States, focused on owning and operating verylarge gas carriers, or VLGCs, each with a cargo-carrying capacity of greater than 80,000 cbm. We currently own and51 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsoperate twenty-two VLGC carriers, including nineteen new fuel-efficient 84,000 cbm ECO VLGCs and three 82,000 cbmVLGCs. Sixteen of our ECO VLGCs were constructed by Hyundai and three of our ECO VLGCs were constructed at Daewoo.Our nineteen ECO VLGCs, which incorporate fuel efficiency and emission-reducing technologies and certain customfeatures, were acquired by us for an aggregate purchase price of $1.4 billion, which was financed with proceeds from the 2015Debt Facility, proceeds from equity offerings, and cash generated from operations. These nineteen ECO VLGCs weredelivered to us between July 2014 and February 2016, seventeen of which were delivered during calendar year 2015 or later. Sixteen of the nineteen ECO VLGCs were delivered during the year ended March 31, 2016, and we borrowed $676.8million in floating rate debt under the 2015 Debt Facility in connection with those deliveries. During the year we enteredinto four interest rate swap contracts which hedged $250 million of non-amortizing principal and $214.3 million ofamortizing principal of the 2015 Debt Facility to fixed interest rates. In February 2016, we sold the Grendon, a 5,000 cbmPGC. On April 1, 2015, Dorian and Phoenix began operations of the Helios Pool and entered into pool participationagreements for the purpose of establishing and operating, as charterer, under a variable rate time charter to be entered intowith owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. Thevessels entered into the Helios Pool may operate either in the spot market, pursuant to COAs or on time charters of two years'duration or less. As of March 31, 2016, eighteen of our twenty-two VLGCs were deployed in the Helios Pool. Our customers, either directly or through the Helios Pool, include or have included global energy companies such asExxon, Unipec, Statoil and Shell, commodity traders such as Itochu Corporation and the Vitol Group and importers such asE1 Corp., SK Gas Co. Ltd. and Indian Oil Corporation. For the year ended March 31, 2016, the Helios Pool and one otherindividual charterer accounted for 70% and 12% of our total revenues, respectively. Within the Helios Pool, two charterersrepresented 19% and 14% of net pool revenues—related party for the year ended March 31, 2016. For the year endedMarch 31, 2015, five charterers represented 27%, 19%, 14%, 12% and 11% of total revenues, respectively. For the periodended March 31, 2014, three charterers represented 51%, 13% and 10% of total revenues, respectively. See “Item 1A. RiskFactors—We operate exclusively in the LPG shipping industry. Due to our lack of diversification and the lack ofdiversification of the Helios Pool, adverse developments in the LPG shipping industry may adversely affect our business,financial condition and operating results” and “Item 1A. Risk Factors—We expect to be dependent on a limited number ofcustomers for a material part of our revenues, and failure of such customers to meet their obligations could cause us to sufferlosses or negatively impact our results of operations and cash flows.” We intend to pursue a balanced chartering strategy by employing our vessels on a mix of multi-year time charters,some of which may include a profit-sharing component, shorter-term time charters, spot market voyages and COAs. Six of ourvessels are currently on fixed time charters, including two vessels on fixed time charter within the Helios Pool. See “Item 1.Business—Our Fleet” above for more information. On August 5, 2015, we publicly announced that our Board of Directors had authorized the repurchase of up to$100.0 million of our common stock on or before December 31, 2016. As of March 31, 2016, we repurchased a total of1,932,465 shares of our common stock for approximately $20.9 million under this program, resulting in $79.1 million ofavailable authorization remaining. Vessel Deployment—Spot Voyages, Time Charters, COAs, and Pooling Arrangements We seek to employ our vessels in a manner that maximizes fleet utilization and earnings upside through ourchartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders whenappropriate, taking into account fluctuations in freight rates in the market and our own views on the direction of those ratesin the future. As of March 31, 2016, eighteen of our twenty-two VLGCs were employed in the Helios Pool, which includestime charters with a term of less than two years. 52 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsA spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port foran agreed upon freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyageexpenses such as port and fuel costs. A time charter is generally a contract to charter a vessel for a fixed period of time at a setdaily or monthly rate. Under time charters, the charterer pays voyage expenses such as port and fuel costs. Vessels operatingon time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spotmarket during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenuesthat are less predictable but may enable us to capture increased profit margins during periods of improvements in tanker ratesalthough we are exposed to the risk of declining tanker rates and lower utilization. Pools generally consist of a number ofvessels which may be owned by a number of different ship owners which operate as a single marketing entity in an effort toproduce freight efficiencies. Pools typically employ experienced commercial charterers and operators who have closeworking relationships with customers and brokers while technical management is typically the responsibility of each shipowner. Under pool arrangements, vessels typically enter the pool under a time charter agreement whereby the cost of bunkersand port expenses are borne by the charterer (i.e., the pool) and operating costs, including crews, maintenance and insuranceare typically paid by the owner of the vessel. Pools, in return, typically negotiate charters with customers primarily in thespot market. Since the members of a pool typically share in the revenue generated by the entire group of vessels in the pool,and since pools operate primarily in the spot market, including the pools in which we participate, the revenue earned byvessels placed in spot market related pools is subject to the fluctuations of the spot market and the ability of the poolmanager to effectively charter its fleet. We believe that vessel pools can provide cost-effective commercial managementactivities for a group of similar class vessels and potentially result in lower waiting times. COAs relate to the carriage of multiple cargoes over the same route and enables the COA holder to nominatedifferent ships to perform individual voyages. It constitutes a number of voyage charters to carry a specified amount of cargoduring the term of the COA, which usually spans a number of years. All of the vessel's operating, voyage and capital costs areborne by the ship owner. On April 1, 2015, Dorian and Phoenix began operation of the Helios Pool, a 50% joint venture, which is a pool ofVLGC vessels. We believe that the operation of certain of our VLGCs in this pool will allow us to achieve better marketcoverage and utilization. Vessels entered into the Helios Pool are commercially managed jointly by Dorian LPG (UK) Ltd.,our wholly-owned subsidiary, and Phoenix. The members of the Helios Pool share in the net pool revenues generated by theentire group of vessels in the pool, weighted according to certain technical vessel characteristics, and net pool revenues (seeNote 2 to our consolidated financial statements) are distributed as variable rate time charter hire to each participant. Thevessels entered into the Helios Pool may operate either in the spot market, COAs, or on time charters of two years' duration orless. In March 2016, the Helios Pool reached an agreement with Oriental Energy, one of the largest propane dehydrogenationplant operators and importers in China to operate eight VLGCs on its behalf. As of May 26, 2016, the Helios Pool operatedtwenty-four VLGCs, including eighteen of our vessels, four Phoenix vessels, and two Oriental Energy vessels. When fullydelivered, the Helios Pool will operate six additional VLGCs for Oriental Energy, some of which will be time chartered-in at afixed time charter hire rate. In addition, the Helios Pool has entered into a COA with Oriental Energy covering its shipmentsfrom the United States Gulf, which gives us exposure to the growing Chinese LPG market. Important Financial and Operational Terms and Concepts We use a variety of financial and operational terms and concepts in the evaluation of our business and operationsincluding the following: Vessel Revenue. Our revenues are driven primarily by the number of vessels in our fleet, the number of days duringwhich our vessels operate and the amount of daily rates that our vessels earn under our charters, which, in turn, are affected bya number of factors, including levels of demand and supply in the LPG shipping industry; the age, condition andspecifications of our vessels; the duration of our charters; the timing of when the profit sharing arrangements are earned; theamount of time that we spend positioning our vessels; the availability of our vessels, which is related to the amount of timethat our vessels spend in drydock undergoing repairs and the amount of time required to perform necessary maintenance orupgrade work; and other factors affecting rates for LPG vessels. 53 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsWe generate revenue by providing seaborne transportation services to customers pursuant to three types ofcontractual relationships: Pooling Arrangements. As from April 1, 2015, we began operation of the Helios Pool. Net pool revenues—relatedparty for each vessel is determined in accordance with the profit sharing terms specified within the pool agreementfor the Helios Pool. In particular, the pool manager aggregates the revenues and voyage expenses of all of the poolparticipants and Helios Pool general and administrative expenses and distributes the net earnings to participantsbased on: ·pool points (vessel attributes such as cargo carrying capacity, fuel consumption, and speed are taken intoconsideration); and ·number of days the vessel participated in the Helios Pool in the period. We recognize pool revenue on amonthly basis, when the vessel has participated in the Helios Pool during the period and the amount of poolrevenue for the month can be estimated reliably. We receive estimated vessel earnings based on the knownnumber of days the vessel has participated in the Helios Pool, the contract terms, and the estimated monthlypool revenue. We receive a report from the Helios Pool which identifies the number of days the vesselparticipated in the Helios Pool, the total pool points for the period, the total net pool revenues—related partyfor the period, and the calculated share of pool revenue for the vessel. We review the report for consistencywith each vessel’s pool agreement and vessel management records. For the year ended March 31, 2016, approximately 70.2% of our revenue was generated through the Helios Pool asnet pool revenues—related party. There were no revenues generated through pooling arrangements for the yearended March 31, 2015 and for the period July 1, 2013 (inception) to March 31, 2014. Voyage Charters. A voyage charter, or spot charter, is a contract for transportation of a specified cargo between twoor more designated ports. This type of charter is priced on a current or "spot" market rate, typically on a price per tonof product carried. Under voyage charters, we are responsible for all of the voyage expenses in addition to providingthe crewing and other vessel operating services. Revenues for voyage charters are more volatile as they are typicallytied to prevailing market rates at the time of the voyage. Our gross revenue under voyage charters are generallyhigher than under comparable time charters so as to compensate us for bearing all voyage expenses. As a result, ourrevenue and voyage expenses may vary significantly depending on our mix of time charters and voyage charters.For the years ended March 31, 2016 and 2015 and for the period July 1, 2013 (inception) to March 31, 2014,approximately 16.0%, 74.3% and 37.8%, respectively, of our revenue was generated pursuant to voyage charters. Time Charters. A time charter is a contract under which a vessel is chartered for a defined period of time at a fixeddaily or monthly rate. Under time charters, we are responsible for providing crewing and other vessel operatingservices, the cost of which is intended to be covered by the fixed rate, while the customer is responsible forsubstantially all of the voyage expenses, including bunker fuel consumption, port expenses and canal tolls. LPG istypically transported under a time charter arrangement, with terms ranging up to seven years. In addition, we mayalso have profit sharing arrangements with some of our customers that provide for additional payments above a floormonthly rate (usually up to an agreed ceiling) based on the actual, average daily rate quoted by the Baltic Exchangefor Very Large Gas Carriers on the benchmark Ras Tanura‑Chiba route over an agreed time period converted to aTime Charter Equivalent monthly rate. For the years ended March 31, 2016 and 2015 and for the period July 1,2013 (inception) to March 31, 2014, approximately 13.4%, 25.1% and 59.4%, respectively, of our revenue wasgenerated pursuant to time charters from our VLGCs not in the Helios Pool. Other Revenues. Other revenues represents income from charterers, including the Helios Pool, relating toreimbursement of expenses such as costs for security guards and war risk insurance for voyages operating high riskareas. For the years ended March 31, 2016 and 2015 and for the period July 1, 2013 (inception) to March 31, 2014,approximately 0.4%, 0.6% and 2.8%, respectively, of our revenue was generated pursuant to other revenues. 54 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsCalendar Days. We define calendar days as the total number of days in a period during which each vessel in ourfleet was owned. Calendar days are an indicator of the size of the fleet over a period and affect both the amount of revenuesand the amount of expenses that are recorded during that period. Available Days. We define available days as calendar days less aggregate off‑hire days associated with scheduledmaintenance, which include major repairs, drydockings, vessel upgrades or special or intermediate surveys. We use availabledays to measure the aggregate number of days in a period that our vessels should be capable of generating revenues. Operating Days. We define operating days as available days less the aggregate number of days that our vessels areoff‑hire for any reason other than scheduled maintenance. We use operating days to measure the number of days in a periodthat our operating vessels are on hire. Drydocking. We must periodically drydock each of our vessels for any major repairs and maintenance and forinspection of the underwater parts of the vessel that cannot be performed while the vessels are operating and for anymodifications to comply with industry certification or governmental requirements. We are required to drydock a vessel onceevery five years until it reaches fifteen years of age and thereafter every 2.5 years. We capitalize costs associated with thedrydockings and amortize these costs on a straight‑line basis over the period through the date the next survey is scheduledto become due under the "Deferral" method permitted under U.S. GAAP. Costs incurred during the drydocking period whichrelate to routine repairs and maintenance are expensed as incurred. The number of drydockings undertaken in a given periodand the nature of the work performed determine the level of drydocking expenditures. Fleet Utilization. We calculate fleet utilization by dividing the number of operating days during a period by thenumber of available days during that period. An increase in non‑scheduled off‑hire days would reduce our operating days,and therefore, our fleet utilization. We use fleet utilization to measure our ability to efficiently find suitable employment forour vessels. Time Charter Equivalent Rate. Time charter equivalent rate, or TCE rate, is a measure of the average daily revenueperformance of a vessel. TCE rate is a shipping industry performance measure used primarily to compare period‑to‑periodchanges in a shipping company’s performance despite changes in the mix of charter types (such as time charters, voyagecharters) under which the vessels may be employed between the periods. Our method of calculating TCE rate is to dividerevenue net of voyage expenses by operating days for the relevant time period. Voyage Expenses. Voyage expenses are all expenses unique to a particular voyage, including bunker fuelconsumption, port expenses, canal fees, charter hire commissions, war risk insurance and security costs. Voyage expenses aretypically paid by us under voyage charters and by the charterer under time charters. Accordingly, we generally only incurvoyage expenses for our own account when performing voyage charters or during repositioning voyages between timecharters for which no cargo is available or travelling to or from drydocking. We generally bear all voyage expenses undervoyage charters and, as such, voyage expenses are generally greater under voyage charters than time charters. As a result, ourvoyage expenses may vary significantly depending on our mix of time charters and voyage charters. Vessel Operating Expenses. Vessel operating expenses are expenses that are not unique to a specific voyage. Vesseloperating expenses are paid by us under each of our charter types (as we do not employ our vessels on bare boat charters).Vessel operating expenses include crew wages and related costs, the costs for lubricants, insurance, expenses relating torepairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Ourvessel operating expenses will increase with the expansion of our fleet and are subject to change because of higher crewcosts, higher insurance premiums, unexpected repair expenses and general inflation. Furthermore, we expect maintenancecosts will increase as our vessels age. Daily Vessel Operating Expenses. Daily vessel operating expenses are calculated by dividing vessel operatingexpenses by calendar days for the relevant time period. Management Fees—Related Party. Management fees to related parties ceased on June 30, 2014. They were paidpursuant to management agreements entered into by each vessel owning subsidiary with Dorian (Hellas) S.A., or55 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsDHSA. DHSA provided the financial, strategic, technical, crew and commercial management as well as insurance andaccounting services to the vessel owning subsidiaries for a fee of $93,750 per vessel per month payable one month inadvance effective from July 29, 2013 through June 30, 2014. Prior to July 29, 2013, our Predecessor paid a fixed monthlymanagement fee of $40,000 per VLGC and $32,000 for our 5,000 cbm PGC. Eagle Ocean Transport Inc., or Eagle Ocean, andHighbury Shipping Services Limited, or Highbury also provided commercial and strategic services to the Predecessor. Mr.John Hadjipateras, our Chairman, President and Chief Executive Officer, owns 100% of Eagle Ocean, and our Vice Presidentof Chartering, Insurance and Legal, Nigel Grey‑Turner, owns 100% of Highbury. In addition, DHSA provided us with pre‑delivery services for each newbuilding, which included engineering andtechnical support, liaising with the shipyard, and ensuring key suppliers are integrated into the production planning processfor a fee of $15,000 per month for each newbuilding contract. The fees for pre‑delivery services were capitalized to the costof the vessels under construction. The management fees were charged on a monthly basis per vessel and newbuildingcontract and the total fees were affected by the number of vessels in our fleet and the number of newbuilding contractsmanaged. Pursuant to transition agreements that became effective on July 1, 2014, or the Transition Agreements, we pay nofurther management or pre-delivery services fees to DHSA and we have transitioned all management functions to ourwholly‑owned subsidiaries Dorian LPG Management Corp., Dorian LPG (USA) LLC, and Dorian LPG (UK) Ltd. as of July 1,2014. Subsequent to the completion of this transition, no fees for such services are paid to any related parties and noconsideration is payable by us to DHSA. In addition, pursuant to the Transition Agreements, each of DHSA, Eagle Ocean, and Highbury transferred a certainnumber of employees and selected assets to our wholly‑owned subsidiaries. Subsequent to the Transition Agreements, EagleOcean continues to incur travel-related costs for certain transitioned employees as well as office-related costs. We reimbursedEagle Ocean $0.8 million and $0.7 million at cost for the years ended March 31, 2016 and 2015, respectively. Depreciation and Amortization. We depreciate our vessels on a straight‑line basis using an estimated useful life of25 years and after considering estimated salvage values. Our Predecessor used an estimated useful life of 20 years to 25 yearsdepending on the type of vessel. We amortize the cost of capitalized drydocking expenditures on a straight‑line basis over the period through thedate the next drydocking/special survey is scheduled to become due. General and Administrative Expenses. General and administrative expenses principally consist of the costsincurred in the corporate administration of the vessel and non‑vessel owning subsidiaries. Beginning July 1, 2014, weceased to incur related-party management fees as a result of the completion of the Transaction Agreements described aboveunder "Management Fees—Related Party." In June 2014, we granted 655,000 restricted stock awards to certain of our officersand in March 2015, we granted 274,000 restricted stock awards to certain of our directors, employees and non-employeeconsultants (see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters”) that vest over five years. Granting of restricted stock results in an increase in expenses. Compensation expense foremployees is measured at the grant date based on the estimated fair value of the awards and is recognized over the vestingperiod and for nonemployees is re-measured at the end of each reporting period based on the estimated fair value of theawards on that date and is recognized over the vesting period. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to makeestimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regularbasis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidatedfinancial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effectscannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differencescould be material. Accounting estimates and assumptions discussed in this section are those that we consider56 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsto be the most critical to an understanding of our financial statements because they inherently involve significant judgmentsand uncertainties. For a description of our material accounting policies, please read Note 2 of our consolidated financialstatements included elsewhere in this report. Net pool revenues—related party. Net pool revenues—related party for each vessel in the pool is determined inaccordance with the profit sharing terms specified within the pool agreement. In particular, the pool manager calculates thenet pool revenues using gross revenues less voyage expenses of all the pool vessels and less the general and administrativeexpenses of the pool and distributes the net pool revenues as time charter hire to participants based on: ·pool points (vessel attributes such as cargo carrying capacity, fuel consumption, and construction characteristicsare taken into consideration); and ·number of days the vessel participated in the pool in the period. We recognize net pool revenues—related party on a monthly basis, when the vessel has participated in the poolduring the period and the amount of net pool revenues for the month can be estimated reliably. Vessel Depreciation. The cost of our vessels less their estimated residual value is depreciated on a straight‑linebasis over the vessels' estimated useful lives. We estimate the useful life of each of our vessels to be 25 years from the date thevessel was originally delivered from the shipyard. Based on the current market and the types of vessels we plan to purchase,we expect the residual values of our vessels will be based upon a value of approximately $400 per lightweight ton. Anincrease in the useful life of our vessels or in their residual value would have the effect of decreasing the annual depreciationcharge and extending it into later periods. An increase in the useful life of a vessel may occur as a result of superior vesselmaintenance performed, favorable ocean going and weather conditions the vessel is subjected to, superior quality of theshipbuilding or yard, or high freight market rates, which result in owners scrapping the vessels later due to the attractive cashflows. A decrease in the useful life of our vessels or in their residual value would have the effect of increasing the annualdepreciation charge and possibly result in an impairment charge. A decrease in the useful life of a vessel may occur as a resultof poor vessel maintenance performed, harsh ocean going and weather conditions the vessel is subjected to, or poor qualityof the shipbuilding or yard. However, when regulations place limitations over the ability of a vessel to trade on a worldwidebasis, we will adjust the vessel's useful life to end at the date such regulations preclude such vessel's further commercial use. Impairment of long‑‑lived assets. We review our vessels and other fixed assets for impairment when events orcircumstances indicate the carrying amount of the asset may not be recoverable. In addition, we compare independentappraisals to our carrying value for indicators of impairment to our vessels. When such indicators are present, an asset istested for recoverability by comparing the estimate of future undiscounted net operating cash flows expected to be generatedby the use of the asset over its remaining useful life and its eventual disposition to its carrying amount. An impairmentcharge is recognized if the carrying value is in excess of the estimated future undiscounted net operating cash flows. Theimpairment loss is measured based on the excess of the carrying amount over the fair market value of the asset. The new lowercost basis would result in a lower annual depreciation than before the impairment. Our estimates of fair market value assume that our vessels are all in good and seaworthy condition without need forrepair and if inspected would be certified in class without notations of any kind. Our estimates are based on informationavailable from various industry sources, including: ·reports by industry analysts and data providers that focus on our industry and related dynamics affectingvessel values; ·news and industry reports of similar vessel sales; ·approximate market values for our vessels or similar vessels that we have received from shipbrokers, whethersolicited or unsolicited, or that shipbrokers have generally disseminated; ·offers that we may have received from potential purchasers of our vessels; and57 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents ·vessel sale prices and values of which we are aware through both formal and informal communications withshipowners, shipbrokers, industry analysts and various other shipping industry participants and observers. As we obtain information from various industry and other sources, our estimates of fair market value are inherentlyuncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or futurefair market value of our vessels or prices that we could achieve if we were to sell them. For the year ended March 31, 2016, independent appraisals of four of our VLGCs had indicators of impairment inaccordance with ASC 360 Property, Plant, and Equipment. We determined estimated net operating cash flows for theseVLGCs by applying various assumptions regarding future time charter equivalent revenues net of commissions, operatingexpenses, scheduled drydockings, expected offhire and scrap values. These assumptions were based on historical data as wellas future expectations. We estimated spot market rates used are based on the trailing 10-year historical average spot marketrates based on average rates published by maritime industry researchers. Estimated outflows for operating expenses anddrydocking expenses were based on historical and budgeted costs and were adjusted for assumed inflation. Utilization wasbased on our historical levels achieved in the spot market and estimates of a residual value consistent with scrap rates used inmanagement's evaluation of scrap value. Such estimates and assumptions regarding expected net operating cash flows requireconsiderable judgment and were based upon historical experience, financial forecasts and industry trends and conditions.Therefore, based on this analysis, we concluded that no impairment charge was necessary because we believe the vesselcarrying values are recoverable. No impairment charges were recognized for the year ended March 31, 2016. In addition, we performed a sensitivity analysis as of March 31, 2016, to determine the effect on recoverability ofchanges in daily TCE rates. The sensitivity analysis suggests that we would not incur an impairment charge on any of thosefour VLGCs if daily TCE rates fell by 30% compared to the 10-year historical average spot market rates. An impairmentcharge of approximately $4.9 million on those four VLGCs would be triggered by a reduction of 40% in the 10-yearhistorical average spot market rates. The amount, if any, and timing of any impairment charges we may recognize in thefuture will depend upon then current and expected future charter rates and vessel values, which may differ materially fromthose used in our estimates as of March 31, 2016. For the year ended March 31, 2015, an independent appraisal of our PGC vessel indicated impairment and,therefore, we determined estimated net operating cash flows for our PGC vessel by applying the above methodology with theexception of utilizing 6-year historical average spot market rates. Management believes the use of estimates based on the 6-year historical average rates calculated as of the reporting date was reasonable for our PGC vessel as the vessel had aremaining useful life of six years. We recognized an impairment loss of $1.4 million for our PGC vessel to its fair value of$4.0 million, which resulted from the prolonged market weaknesses continuing into the fourth fiscal quarter in the yearended March 31, 2015, in the market for shipping petro-chemical gases, an important trade for PGC vessels. Sales of similarlyaged PGC vessels reflected the market weaknesses and the impending newbuilding PGC vessels entering the global fleet.58 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsThe table set forth below indicates the carrying value of each owned vessel in our fleet as of March 31, 2016 and2015 at which times none of the vessels listed in the table below were being held for sale: Date of Capacity Year Acquisition/ Purchase Price/ Carrying value at Carrying value at Vessels (Cbm) Built Delivery Original Cost March 31, 2016 March 31, 2015 Captain Nicholas ML 82,000 2008 7/29/2013 $68,156,079 $60,052,136 $63,092,093 Captain John NP 82,000 2007 7/29/2013 64,955,636 56,741,656 60,030,417 Captain Markos NL 82,000 2006 7/29/2013 61,421,882 53,560,395 56,508,422 Comet 84,000 2014 7/25/2014 75,276,432 70,728,846 73,433,095 Corsair 84,000 2014 9/26/2014 80,906,292 76,484,212 79,416,243 Corvette 84,000 2015 1/2/2015 84,262,500 80,458,627 83,495,783 Cougar 84,000 2015 6/15/2015 80,427,640 78,116,797 — Concorde 84,000 2015 6/24/2015 81,168,031 78,905,515 — Cobra 84,000 2015 6/26/2015 80,467,667 78,242,067 — Continental 84,000 2015 7/23/2015 80,487,197 78,476,407 — Constitution 84,000 2015 8/20/2015 80,517,226 78,729,121 — Commodore 84,000 2015 8/28/2015 80,468,889 78,745,787 — Cresques 84,000 2015 9/1/2015 82,960,176 81,210,645 — Constellation 84,000 2015 9/30/2015 78,649,026 77,228,406 — Clermont 84,000 2015 10/13/2015 80,530,199 79,172,913 — Cheyenne 84,000 2015 10/22/2015 80,503,271 79,218,316 — Cratis 84,000 2015 10/30/2015 83,186,333 81,919,911 — Commander 84,000 2015 11/5/2015 78,056,729 76,925,109 — Chaparral 84,000 2015 11/20/2015 80,516,187 79,462,497 — Copernicus 84,000 2015 11/25/2015 83,333,085 82,279,285 — Challenger 84,000 2015 12/11/2015 80,576,863 79,690,068 — Caravelle 84,000 2016 2/25/2016 81,119,450 80,875,760 — Grendon 5,000 1996 7/29/2013 6,625,000 — 4,000,000 1,847,000 $1,734,571,790 $1,667,224,476 $419,976,053 (1)Our vessels are stated at carrying values (refer to our accounting policy in Note 2 to our consolidated financialstatements) and with the exception of four VLGCs as of March 31, 2016, the carrying value of each of our vesselswas lower than its estimated market value as of March 31, 2016. On an aggregate fleet basis, the estimated marketvalue of our vessels exceeded their carrying value as of March 31, 2016 by $31.3 million. No impairment wasrecorded during the year ended March 31, 2016 as we believe that the carrying value of our vessels is fullyrecoverable. (2)With the exception of the Grendon as of March 31, 2015 (refer to 4 below), the carrying value of each of our vesselswas lower than its estimated market value as of March 31, 2015. On an aggregate fleet basis, the estimated marketvalue of our vessels exceeded their carrying value as of March 31, 2015 by $85.3 million. (3)VLGCs for which we believe, as of March 31, 2016, that the estimated fair value is lower than the VLGC’s carryingvalue. We believe that the aggregate carrying value of these vessels exceeds their aggregate estimated fair value by$4.9 million as of March 31, 2016. However, as described above, the estimated net operating cash flows for each ofthe four VLGCs was higher than the carrying amount and consequently, no impairment loss was recognized. (4)During the year ended March 31, 2015, an impairment loss was taken on the Grendon of $1.4 million and thecarrying value was written down to $4.0 million. The Grendon was sold in February 2016 and had no carrying valueas of March 31, 2016. 59 (1)(2)(3)(3)(3)(3)(4)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsDrydocking and special survey costs. We must periodically drydock each of our vessels to comply with industrystandards, regulatory requirements and certifications. We are required to drydock a vessel once every five years until itreaches 15 years of age, after which we are required to drydock the applicable vessel every 2.5 years. Drydocking costs are accounted under the deferral method whereby the actual costs incurred are deferred and areamortized on a straight‑line basis over the period through the date the next drydocking is scheduled to become due. Costsdeferred include expenditures incurred relating to shipyard costs, hull preparation and painting, inspection of hull structureand mechanical components, steelworks, machinery works, and electrical works. Drydocking costs do not include vesseloperating expenses such as replacement parts, crew expenses, provisions, luboil consumption, insurance, management fees ormanagement costs during the drydock period. Expenses related to regular maintenance and repairs of our vessels areexpensed as incurred, even if such maintenance and repair occurs during the same time period as our drydocking. If a drydocking is performed prior to the scheduled date, the remaining unamortized balances are immediatelywritten off. Unamortized balances of vessels that are sold are written‑off and included in the calculation of the resulting gainor loss in the period of the vessel's sale. The nature of the work performed and the number of drydockings undertaken in agiven period determine the level of drydocking expenditures. Fair Value of Derivative Instruments. We use derivative financial instruments to manage interest rate risks. The fairvalue of our interest rate swap agreements is the estimated amount that we would receive or pay to terminate the agreementsat the reporting date, taking into account current interest rates and the current credit worthiness of both us and the swapcounterparties. The estimated amount is the present value of estimated future cash flows, being equal to the differencebetween the benchmark interest rate and the fixed rate in the interest rate swap agreement, multiplied by the notionalprincipal amount of the interest rate swap agreement at each interest reset date The fair value of our interest swap agreements at the end of each period are most significantly affected by theinterest rate implied by the LIBOR interest yield curve, including its relative steepness. Interest rates have experiencedsignificant volatility in recent years in both the short and long term. While the fair value of our interest rate swap agreementsare typically more sensitive to changes in short‑term rates, significant changes in the long‑term benchmark interest rates alsomaterially impact our interest. The fair value of our interest swap agreements is also affected by changes in our own and our counterparty specificcredit risk included in the discount factor. Our estimate of our counterparty's credit risk is based on the credit default swapspread of the relevant counterparty which is publicly available. The process of determining our own credit worthinessrequires significant judgment in determining which source of credit risk information most closely matches our risk profile,which includes consideration of the margin we would be able to secure for future financing. A 10% increase / decrease in ourown or our counterparty credit risk would not have had a significant impact on the fair value of our interest rate swaps. The LIBOR interest rate yield curve and our specific credit risk are expected to vary over the life of the interest rateswap agreements. The larger the notional amount of the interest rate swap agreements outstanding and the longer theremaining duration of the interest rate swap agreements, the larger the impact of any variability in these factors will be on thefair value of our interest rate swaps. We economically hedge the interest rate exposure on a significant amount of ourlong‑term debt and for long durations. As such, we have experienced, and we expect to continue to experience, materialvariations in the period‑to‑period fair value of our derivative instruments. Although we measure the fair value of our derivative instruments utilizing the inputs and assumptions describedabove, if we were to terminate the interest rate swap agreements at the reporting date, the amount we would pay or receive toterminate the derivative instruments may differ from our estimate of fair value. If the estimated fair value differs from theactual termination amount, an adjustment to the carrying amount of the applicable derivative asset or liability would berecognized in earnings for the current period. Such adjustments could be material. 60 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsResults of Operations —Dorian LPG Ltd. For the year ended March 31, 2016 as compared to the year ended March 31, 2015 Revenues The following table compares revenues for the years ended March 31: Increase / Percent 2016 2015 (Decrease) Change Net pool revenues—related party $202,918,232 $ — $202,918,232 NM Voyage charter revenues 46,194,134 77,331,934 (31,137,800) (40.3)%Time charter revenues 38,737,172 26,098,290 12,638,882 48.4%Other revenues 1,358,291 698,925 659,366 94.3%Total $289,207,829 $104,129,149 $185,078,680 177.7% Revenues of $289.2 million for the year ended March 31, 2016, including net pool revenues—related party, voyagecharters, time charters and other revenues earned by our VLGCs and our PGC, increased $185.1 million, or 177.7%, from$104.1 million for the year ended March 31, 2015. The increase is primarily attributable to $162.2 million of revenuescontributed by sixteen of our newbuilding VLGCs that were delivered subsequent to March 31, 2015. Additionally, revenuescontributed by VLGCs in our operating fleet during both periods increased $21.8 million resulting from employment of2,101 operating days during the year ended March 31, 2016 compared to 1,512 operating days during the year ended March31, 2015. The Grendon’s revenues increased $1.1 million to $2.9 million on 224 operating days for the year ended March 31,2016 from $1.8 million on 140 operating days for the year ended March 31, 2015. For the year ended March 31, 2016, nineteen of our VLGCs operated within the Helios Pool, including one VLGCthat left the Helios Pool to begin a long-term time charter in July 2015, and our VLGCs with the Helios Pool earned net poolrevenues—related party of $202.9 million. Four of our VLGCs operated in the spot market outside of the Helios Pool andearned $43.3 million in voyage charter revenues and four of our VLGCs earned time charter revenues amounting to $38.7million during the year ended March 31, 2016. For the year ended March 31, 2015, four of our VLGCs operated in the spotmarket and earned $76.1 million in voyage charter revenues, and three of our VLGCs earned time charter revenues during theperiod amounting to $25.5 million, including a VLGC that ended its time charter on July 27, 2014. Time charter revenuesincluded $7.8 million of profit sharing for the year ended March 31, 2015. Voyage Expenses Voyage expenses were $12.1 million during the year ended March 31, 2016 a decrease of $10.0 million, or 45.4%,from $22.1 million for the year ended March 31, 2015. The decrease was mainly attributable to a decrease in the number ofvessels operating on voyage charters as a result of vessels operating in the Helios Pool as well as decreases in fuel prices.These decreases resulted in decreases in bunker costs of $8.4 million, port expenses of $1.0 million and other voyageexpenses of $0.6 million. Voyage expenses during the year ended March 31, 2016 mainly related to bunkers of $7.2 million,port charges and other related expenses of $2.6 million, brokers’ commissions of $1.3 million, security costs of $0.4 millionand other voyage expenses of $0.6 million. Voyage expenses during the year ended March 31, 2015 mainly related tobunkers of $15.7 million, port charges and other related expenses of $3.6 million, brokers’ commissions of $1.7 million,security costs of $0.7 million and other voyage expenses of $0.4 million. Vessel Operating Expenses Vessel operating expenses were $47.1 million during the year ended March 31, 2016, or $8,581 per vessel percalendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time period for thevessels that were in our fleet. This was an increase of $25.8 million, or 121.7%, from $21.3 million or $10,703 per vessel percalendar day, for the year ended March 31, 2015. This increase is primarily the result of an increase of $24.0 million of vesseloperating expenses attributable to sixteen of our ECO VLGCs that were delivered subsequent to March 31, 2015.Additionally, vessel operating expenses increased $1.8 million for the seven vessels that were in our fleet during bothperiods resulting from 2,518 calendar days during the year ended March 31, 2016 compared to 1,986 calendar days61 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsduring the year ended March 31, 2015. The decline in vessel operating expenses per vessel per calendar day during the yearended March 31, 2016 was largely due to the addition of newer vessels, which incur lower operating costs, along with a $0.5million reduction in costs relating to the training of additional crew when compared to the year ended March 31, 2015. Management Fees—Related Party Beginning July 1, 2014, we ceased to incur these related-party management fees as a result of the completion of theTransition Agreements described above in “Important Financial and Operational Terms and Concepts—Management Fees—Related Party.” Management fees expensed for the year ended March 31, 2015 represent fees charged by DHSA amounting toapproximately $1.1 million in accordance with our management agreements entered into with DHSA. The management feeswere charged on a monthly basis per vessel and the total fees were affected by the number of vessels in our fleet. Nomanagement fees—related party were incurred during the year ended March 31, 2016. Impairment We did not incur any impairment charges during the year ended March 31, 2016. In the year ended March 31, 2015,we recognized an impairment loss of $1.4 million for our owned PGC vessel. This impairment loss was triggered byreductions in vessel values reflecting challenging conditions in the PGC market, and represented the difference between thecarrying value and recoverable amount, being fair value. Depreciation and Amortization Depreciation and amortization was approximately $42.6 million for the year ended March 31, 2016, an increase of$28.5 million, or 202.2%, from $14.1 million for the year ended March 31, 2015. The increase is primarily attributable to$23.8 million of depreciation and amortization related to sixteen of our ECO VLGCs that were delivered subsequent toMarch 31, 2015. Additionally, there was an increase of $4.7 million for the six VLGCs that were in our fleet during bothyears resulting from an increase in VLGC calendar days from 1,621 during the year ended March 31, 2015 to 2,196 duringthe year ended March 31, 2016. General and Administrative Expenses General and administrative expenses were $29.8 million for the year ended March 31, 2016, an increase of $15.7million, or 110.9%, from $14.1 million for the year ended March 31, 2015 mainly due to compensation-related increases of$8.9 million for salaries, wages and benefits (primarily due to an increase of $5.1 million relating to cash bonuses to variousemployees relating to the year ended March 31, 2016, as well as prior periods, were granted and expensed in the year endedMarch 31, 2016), $1.7 million for stock-based compensation, and $0.5 million in directors fees. Additionally, increases inconjunction with the build out of our operations amounted to $3.0 million for certain non-capitalizable costs incurred priorto vessel delivery including crew costs prior to initial voyage, $0.3 million in information technology and $1.3 million forother general and administrative expenses. During the year ended March 31, 2016, general and administrative expenses werecomprised of $15.3 million of salaries and benefits (inclusive of the $3.0 million expense, approved by the board of directorsin March 2016, for cash bonuses relating to the year ended March 31, 2016, and $2.1 million in cash bonuses, approved bythe board of directors in May 2015, to various employees for services related to prior periods), $4.1 million of stock-basedcompensation, $3.4 million for certain non-capitalizable costs incurred prior to vessel delivery, $2.5 million for professional,legal, audit and accounting fees and $4.5 million of other general and administrative expenses. During the year ended March31, 2015, general and administrative expenses were comprised of $6.4 million of salaries and benefits (inclusive of a $0.4million accrual for statutory retirement benefits for our Greece-based employees), $2.4 million for professional, legal, auditand accounting fees, $2.3 million of stock-based compensation and $3.0 million of other general and administrativeexpenses. 62 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsLoss on disposal of assets Loss on disposal of assets amounted to $1.1 million for the year ended March 31, 2016 and was primarilyattributable to the sale of the Grendon. There was no loss on disposal of assets for the year ended March 31, 2015. Other income —related parties Other income —related parties amounted to $1.9 million for the year ended March 31, 2016, an increase of $1.8million from $0.1 million for the year ended March 31, 2015. The increase was primarily attributable to $1.4 million of feesfor commercial management services provided by Dorian LPG (UK) Ltd. to the Helios Pool as well an increase of $0.5 millionfor certain chartering and marine operation services provided by Dorian LPG (USA) LLC and its subsidiaries to DHSA. Interest and Finance Costs Interest and finance costs amounted to $12.8 million for the year ended March 31, 2016, an increase of $12.5million from $0.3 million for the year ended March 31, 2015. The increase of $12.5 million during this period was mainlydue to a $13.8 million increase in interest incurred on our long-term debt, amortization and other financing expenses from$3.8 million in the year ended March 31, 2015 to $17.6 million in the year ended March 31, 2016. These increases werepartially offset by a $1.3 million increase in capitalized interest from $3.5 million in the year ended March 31, 2015 to $4.8million in the year ended March 31, 2016. The average indebtedness during the year ended March 31, 2016 was $543.1million compared to $125.9 million during the year ended March 31, 2015, reflecting debt drawdowns of $676.8 millionmade under our 2015 Debt Facility. The outstanding balance of our long term debt as of March 31, 2016 was $836.4 million. Loss on Derivatives, net Loss on derivatives, net was $15.8 million for the year ended March 31, 2016, an increase of $11.8 million, or298.5%, compared to $4.0 million for the year ended March 31, 2015. The increase is primarily attributable to an increase inunrealized losses from the changes in the fair value of our interest rate swaps of $10.2 million during the year ended March31, 2016 compared to the year ended March 31, 2015. Additionally, the increase is attributable to an increase of $1.6 millionof realized loss due to an increase in the notional debt amounts during the year ended March 31, 2016 compared the yearended March 31, 2015. The net loss on derivatives for the year ended March 31, 2016 was comprised of an unrealized loss of$8.9 million from the changes in the fair value of the interest rate swaps due mainly to changes in yield curves along with arealized loss of $6.9 million due mainly to an increase in notional debt amounts due to four new interest rate swaps weentered into during the period. For the year ended March 31, 2015, the net loss on derivatives was primarily comprised of arealized loss of $5.3 million, partially offset by an unrealized gain of $1.3 million from the changes in the fair value of theinterest rate swaps. Foreign Currency Gain/(Loss), net Foreign currency gain/(loss), net amounted to a net loss of approximately $0.3 million for the year endedMarch 31, 2016. This was a decrease in the loss of $0.7 million, or 65.7%, compared to a loss of $1.0 million for the yearended March 31, 2015. The decrease is primarily attributable to unrealized losses from cash held in Norwegian Krone duringthe year ended March 31, 2015 that did not recur during the year ended March 31, 2016. For the year ended March 31, 2015 as compared to the period from July 1, 2013 (inception) to March 31, 2014 The Company remained substantially inactive for the period from July 1, 2013 until July 29, 2013, the date of ourbusiness combination with the Predecessor Businesses of Dorian LPG Ltd. Because we acquired three VLGC vessels duringthe year ended March 31, 2015 and the period from July 1, 2013 through March 31, 2014 included only eight months ofactive operations, we do not believe that the results of operations of the Company for the year ended March 31, 2015 and forthe period July 1, 2013 through March 31, 2014 are directly comparable. 63 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsRevenues The following table compares revenues for the year ended March 31, 2015 as compared to the period from July 1,2013 (inception) to March 31, 2014: Period July 1, 2013 (inception) to Increase / Percent 2015 March 31, 2014 (Decrease) Change Voyage charter revenues $77,331,934 $11,210,785 $66,121,149 589.8%Time charter revenues 26,098,290 17,602,137 8,496,153 48.3%Other revenues 698,925 820,778 (121,853) (14.8)%Total $104,129,149 $29,633,700 $74,495,449 251.4% Revenues of $104.1 million for the year ended March 31, 2015 represent time charter and voyage charters earned forour six VLGC vessels and our PGC, an increase of $74.5 million, or 251.4%, from $29.6 million for the period from July 1,2013 (inception) to March 31, 2014. The increase is primarily attributable to an increase of $42.6 million contributed by thefour vessels that were in our fleet during both periods resulting from increases in charter rates and the number of these vesselsoperating in the spot market, as well as employment of 1,173 operating days during the year ended March 31, 2015compared to 941 operating days during the period from July 1, 2013 (inception) to March 31, 2014. Additionally, $31.9million of revenues were contributed by three of our ECO VLGCs that were delivered subsequent to March 31, 2014. For theyear ended March 31, 2015, four of our VLGCs operated in the spot market and earned $76.1 million in voyage charterrevenues. Three of our VLGCs earned time charter revenues during the period amounting to $25.5 million, including a VLGCthat ended its time charter on July 27, 2014. Time charter revenues included $7.8 million of profit sharing. For the year endedMarch 31, 2015, the Grendon, whose time charter expired at the end of May 2014, earned $1.8 million of revenues, had 140operating days and was in drydock for 10 days. Revenues of $29.6 million for the period July 1, 2013 to March 31, 2014represent charter hire and voyage charters earned for our three VLGC vessels and our PGC. Revenues from time charter hireearned for our two VLGC vessels and the Grendon amounted to $17.8 million, of which $6.1 million represented profitsharing, and revenues from voyage charter for one VLGC vessel amounted to $11.8 million. The Captain Nicholas ML was indrydock for the period from August 28, 2013 to September 14, 2013 and did not earn revenue during this time. Voyage Expenses Voyage expenses were approximately $22.1 million during the year ended March 31, 2015, an increase of $15.4million, or 231.0%, from $6.7 million for the period from July 1, 2013 (inception) to March 31, 2014. The increase isprimarily attributable to an increase of $9.6 million for the four vessels that were in our fleet during both periods resultingfrom an increase in the number of these vessels operating in the spot market as well as employment of 1,173 operating daysduring the year ended March 31, 2015 compared to 941 operating days during the period from July 1, 2013 (inception) toMarch 31, 2014. Additionally, $5.7 million of voyage expenses were attributable to three of our ECO VLGCs that weredelivered subsequent to March 31, 2014. Voyage expenses during the year ended March 31, 2015 mainly related to bunkersof $15.7 million, port charges and other related expenses of $3.6 million, brokers’ commissions of $1.7 million, security costsof $0.7 million and other voyage expenses of $0.4 million. Voyage expenses were approximately $6.7 million during theperiod July 1, 2013 to March 31, 2014 and mainly related to bunkers of $5.3 million, port charges of $0.6 million, brokers'commissions of $0.4 million, security costs of $0.3 million, and other voyage expenses of $0.1 million. Vessel Operating Expenses Vessel operating expenses were approximately $21.3 million during the year ended March 31, 2015, or $10,703 pervessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant timeperiod. This was an increase of $12.9 million, or 153.2%, from $8.4 million, or $8,531 per vessel per calendar day, for theperiod from July 1, 2013 (inception) to March 31, 2014. The increase is primarily attributable to an increase of $6.7 millionfor the four vessels that were in our fleet during both periods resulting from 1,460 calendar days during the year ended March31, 2015 compared to 984 calendar days during the period from July 1, 2013 (inception) to March 31, 2014. Additionally,$6.2 million of vessel operating expenses attributable to three of our ECO VLGCs that were delivered64 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentssubsequent to March 31, 2014. Vessel operating expenses for the year ended March 31, 2015 included approximately $2.9million relating to training of additional crew on our operating VLGC fleet in anticipation of newbuilding deliveries. TheGrendon, which ended its time charter at the end of May 2014, had 140 operating days and was in drydock for 10 days forthe year ended March 31, 2015. The Grendon had $2.8 million of vessel operating expenses, inclusive of $0.5 million ofexpenses related to repairs and maintenance, for the year ended March 31, 2015. Management Fees—Related Party For the year ended March 31, 2015, management fees—related party decreased $2.0 million, or 64.0%, from theperiod from July 1, 2013 (inception) to March 31, 2014. Beginning July 1, 2014, we ceased to incur these related-partymanagement fees as a result of the completion of the Transition Agreements described above in “Important Financial andOperational Terms and Concepts—Management Fees—Related Party.” Management fees expensed for the year ended March31, 2015 represent fees charged by DHSA amounting to approximately $1.1 million in accordance with our managementagreements entered into with DHSA. The management fees were charged on a monthly basis per vessel and the total fees wereaffected by the number of vessels in our fleet. Management fees expensed for the period July 1, 2013 to March 31, 2014represent fees charged by DHSA amounting to approximately $3.0 million representing $93,750 per vessel per month and$0.1 million for Management fees relating to pre-delivery services, both in accordance with our management agreementsentered into with DHSA. The management fees were charged on a monthly basis per vessel and the total fees were affected bythe number of vessels in our fleet. ImpairmentIn the year ended March 31, 2015, we recognized an impairment loss of $1.4 million for our owned PGC vessel. Thisimpairment loss was triggered by reductions in vessel values reflecting challenging conditions in the PGC market, andrepresented the difference between the carrying value and recoverable amount, being fair value. We did not incur anyimpairment charges during the period from July 1, 2013 (inception) to March 31, 2014. Depreciation and Amortization Depreciation and amortization was approximately $14.1 million for the year ended March 31, 2015 and mainlyrelates to depreciation expense for our operating vessels, which represented an increase of $7.5 million, or 112.9%, from $6.6million for the period from July 1, 2013 (inception) to March 31, 2014. The increase is primarily attributable to $4.1 millionof depreciation and amortization related to three of our ECO VLGCs that were delivered subsequent to March 31, 2014.Additionally, there was an increase of $3.4 million for the four vessels that were in our fleet during both periods resultingfrom an increase in calendar days from 984 during the period from July 1, 2013 (inception) to March 31, 2014 to 1,460during the year ended March 31, 2015. Depreciation and amortization was approximately $6.6 million for the period July 1,2013 to March 31, 2014 and mainly relates to depreciation expense for our Initial Fleet from the date of acquisition, July 29,2013. General and Administrative Expenses General and administrative expenses were approximately $14.1 million for the year ended March 31, 2015, anincrease of $13.7 million, or 3,161.7%, from $0.4 million for the period from July 1, 2013 (inception) to March 31, 2014.This increase was primarily a result of a majority of general and administrative expenses being covered under ourmanagement agreement with DHSA during the period from July 1, 2013 (inception) to March 31, 2014. During the yearended March 31, 2015, general and administrative expenses were comprised of $6.4 million of salaries and benefits(inclusive of a $0.4 million accrual for statutory retirement benefits for our Greece-based employees), $2.4 million forprofessional, legal, audit and accounting fees, $2.3 million of stock-based compensation and $3.0 million of other generaland administrative expenses. Prior to July 1, 2014, general and administrative expenses were primarily covered under ourmanagement agreement with DHSA, which terminated on June 30, 2014. Expenses not covered under the managementagreement included, among others, stock-based compensation, audit and accounting fees, professional and legal fees andinvestor relations. As of July 1, 2014, vessel management services for our fleet was transferred from DHSA and are nowprovided through our wholly owned subsidiaries. 65 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsInterest and Finance Costs Interest and finance costs amounted to approximately $0.3 million for the year ended March 31, 2015, a decrease of$1.3 million, or 81.7%, from $1.6 million for the period from July 1, 2013 (inception) to March 31, 2014. This decrease wasprimarily a result of a larger percentage of our interest costs being capitalized to our newbuilding vessels during the yearended March 31, 2015 compared to the period from July 1, 2013 (inception) to March 31, 2014. The interest and financecosts for the year ended March 31, 2015 consisted of interest incurred on our long-term debt of $2.7 million, amortization offinancing costs of $0.8 million, and $0.3 million of other financing expenses, less capitalized interest of $3.5 million. Theaverage indebtedness during the year ended March 31, 2015 was $125.9 million and the outstanding balance of ourlong‑term debt as of March 31, 2015 was $200.3 million, which included $81.2 million under the 2015 Debt Facility.Interest and finance costs amounted to approximately $1.6 million for the period July 1, 2013 to March 31, 2014. Theinterest and finance costs consisted of interest incurred on our long-term debt of $1.7 million, amortization of financing costsof $0.8 million and $0.1 million of other financing costs less capitalized interest of $1.0 million. The average indebtednessduring the period from July 1, 2013 (inception) to March 31, 2014 was $132.6 million and the outstanding balance of ourlong‑term debt as of March 31, 2014, was $128.7 million. Interest Income Interest income amounted to approximately $0.4 million for the year ended March 31, 2015 derived from short termbank deposits. This amount was relatively unchanged from the period from July 1, 2013 (inception) to March 31, 2014. Loss on Derivatives, net Loss on derivatives, net, was $4.0 million for year ended March 31, 2015, an increase of $2.9 million, or 258.6%,from a net loss of approximately $1.1 million for the period from July 1, 2013 (inception) to March 31, 2014. The increase isprimarily attributable to an increase of $1.6 million of realized loss due to a higher number of days in the year ended March31, 2015 compared to the period from July 1, 2013 (inception) to March 31, 2014. Additionally, the unrealized gain from thechanges in the fair value of our interest rate swaps decreased $1.3 million during the year ended March 31, 2015 compared tothe period from July 1, 2013 (inception) to March 31, 2014. For the year ended March 31, 2015, the net loss on derivatives ofapproximately $4.0 million was primarily comprised of a realized loss of $5.3 million, partially offset by an unrealized gainof $1.3 million from the changes in the fair value of our interest rate swaps. For the period from July 1, 2013 (inception) toMarch 31, 2014, net loss on derivatives of approximately $1.1 million comprised of a realized loss of $3.7 million, partiallyoffset by an unrealized gain of $2.6 million from the changes in the fair value of the interest rate swaps. Foreign Currency Gain/(Loss), net Foreign currency gain/(loss), net amounted to a net loss of approximately $1.0 million for the year ended March 31,2015, and comprised mainly of unrealized losses from cash held in Norwegian Krone. This was a decrease of $1.7 millioncompared to the period from July 1, 2013 (inception) to March 31, 2014. Foreign currency gain/(loss), net amounted to a netgain approximately $0.7 million for the period July 1, 2013 to March 31, 2014, and were comprised mainly of realized gainsof $1.9 million from payments in U.S. dollars received in advance of the closing of the November 26, 2013 equity privateplacement transactions priced in Norwegian Krone and converted to U.S. dollars, partially offset by realized losses of $1.2million from payments in U.S. dollars received in advance of the closing of the February 12, 2014 equity private placementtransactions priced in Norwegian Krone and converted to U.S. dollars. Results of Operations—Predecessor Businesses of Dorian LPG Ltd. Also included in this report are the combined results of operations of the Predecessor Businesses of Dorian LPG Ltd.that owned and operated three VLGCs and one PGC (Captain Nicholas ML, Captain John NP, Captain Markos NL andGrendon, respectively) prior to the sale of the vessels to us, for the periods from April 1, 2013 to July 28, 2013. 66 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsFor the period from April 1, 2013 to July 28, 2013 Revenues Revenues of $15.4 million for the period April 1, 2013 to July 28, 2013 represent charter hire and voyage chartersearned for three VLGC vessels and one PGC vessel. Revenues from time charter hire earned for two VLGC vessels and onePGC vessel amounted to $9.2 million, of which $2.7 million represented profit sharing. Revenues from voyage charter forone VLGC vessel amounted to $6.2 million for the period April 1, 2013 to July 28, 2013. Voyage Expenses Voyage expenses were approximately $3.8 million for the period April 1, 2013 to July 28, 2013. Voyage expenseswere comprised mainly of bunkers of $2.8 million, charter hire commissions of $0.4 million, port charges and other relatedexpenses of $0.4 million and security costs of $0.2 million. Vessel Operating Expenses Vessel operating expenses were approximately $4.6 million for the period April 1, 2013 to July 28, 2013, or $9,745per calendar day. Management Fees—related party Management fees charged by DHSA for the period April 1, 2013 to July 28, 2013 were approximately $0.6 millionrelating to fees of $40,000 per VLGC vessel per month and $32,000 for the PGC vessel per month. Depreciation and Amortization Depreciation and amortization for our fleet for the period April 1, 2013 to July 28, 2013 was $4.0 million, whichwere comprised of depreciation of $3.9 million and amortization of deferred charges from drydock and special survey costs ofapproximately $0.1 million. Interest and Finance Costs Interest and finance costs amounted to approximately $0.8 million for the period April 1, 2013 to July 28, 2013primarily relating to the interest incurred on long-term debt. Gain/(Loss) on Derivatives, net Gain/(loss) on derivatives, net, amounted to a net gain of approximately $2.8 million for the period April 1, 2013 toJuly 28, 2013. The gain on derivatives comprised a gain from the changes in the fair value of the interest rate swaps of $4.7million due to an increase in forward Libor curve rates, partially offset by a realized loss of $1.9 million for the period April1, 2013 to July 28, 2013. Liquidity and Capital Resources Our business is capital intensive, and our future success depends on our ability to maintain a high‑quality fleet. Asof March 31, 2016, we had cash and cash equivalents of $46.4 million and restricted cash of $50.8 million. Our primary sources of capital during the year ended March 31, 2016 was $676.8 million of proceeds from the 2015Debt Facility that we used to make the final payments for our sixteen ECO VLGCs delivered during the year endedMarch 31, 2016 and $151.0 million in cash generated from operations during the year ended March 31, 2016. As ofMarch 31, 2016, we had total outstanding indebtedness of $836.4 million and within the next twelve months, $66.3 millionof principal on our long-term debt is scheduled to be repaid. 67 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsOperating expenses, including to maintain the quality of our vessels, comply with international shipping standardsand environmental laws and regulations and fund working capital requirements, long-term debt repayments, financing costs,including the repayment of principal and interest under our debt facilities, and repurchases of our own securities representour short‑term, medium‑term and long‑term liquidity needs as of March 31, 2016. We anticipate satisfying these needs withcash on hand, cash from operations and/or debt financings. Our dividend policy will also impact our future liquidity position. Marshall Islands law generally prohibits thepayment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by thepayment of such a dividend. In addition, under the terms of our credit facilities, we may only declare or pay any dividendsfrom our free cash flow and may not do so if i) an event of default is occurring or ii) the payment of such dividend wouldresult in an event of default. Our vessel owning subsidiaries who are party to the RBS Loan Facility, as described in Note 11to our consolidated financial statements, are prohibited from paying dividends without the consent of the lender. As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition ofadditional vessels and repurchases of our own securities. We may choose to pursue such opportunities through internalgrowth or joint ventures or business acquisitions. We expect to finance the purchase price of any additional futureacquisitions and our operations either through internally generated funds, debt financings (public or private), the issuance ofadditional equity securities (public or private) or a combination of these forms of financing. Cash Flows The following table summarizes our cash and cash equivalents provided by (used in) operating, financing andinvesting activities for the periods presented: Period July 1, 2013 Year ended Year ended (inception) to March 31, 2016 March 31, 2015 March 31, 2014Net cash provided by operating activities $151,027,500 $25,623,220 $7,236,422Net cash used in investing activities (910,414,841) (312,326,844) (221,434,724)Net cash provided by financing activities 601,090,409 213,694,591 493,322,093Net increase/(decrease) in cash and cash equivalents $(158,409,221) $(74,310,612) $279,131,795 The following table summarizes our cash and cash equivalents provided by (used in) operating, financing andinvesting activities of our predecessor for the period presented: Predecessor April 1, 2013 to July 28, 2013Net cash provided by operating activities $4,670,470Net cash used in investing activities (90,492)Net cash used in financing activities (5,606,000)Net decrease in cash and cash equivalents $(1,026,022) Operating Cash Flows. Net cash provided by operating activities for the year ended March 31, 2016 amounted to$151.0 million compared with $25.6 million for the year ended March 31, 2015. The increase primarily reflects higherearnings and was driven by an increase in our number of vessels from seven as of March 31, 2015, to twenty-two as of March31, 2016, as well as an increase in our time charter equivalent rate from $49,665 during the year ended March 31, 2015, to$55,087 during the year ended March 31, 2016. Net cash provided by operating activities for the period July 1, 2013 to March 31, 2014 amounted to $7.2 million,primarily as a result of our operating profits, net of non-cash adjustments to net income, which were offset partially bypayments for drydocking costs of $0.4 million. 68 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsPredecessor: Net cash provided by operating activities amounted to $4.7 million for the period April 1, 2013 to July28, 2013 as a result of favorable movements in working capital. Net cash flow from operating activities depends upon our overall profitability, market rates for vessels employed onvoyage charters, charter rates agreed to for time charters, the timing and amount of payments for drydocking expendituresand unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs. Investing Cash Flows. Net cash used in investing activities was $910.4 million for the year ended March 31, 2016,an increase of $598.1 million compared to the year ended March 31, 2015. For the year ended March 31, 2016, net cash usedin investing activities comprised mainly of $895.1 million of scheduled payments to the shipyards, supervision costs,management fees, and other capitalized costs related to newbuildings, and $17.6 million of restricted cash deposits, partiallyoffset by $2.7 million of proceeds from asset disposals. Net cash used in investing activities of $312.3 million for the yearended March 31, 2015, comprised mainly of $314.2 million of scheduled payments to the shipyards, supervision costs,management fees, and other capitalized costs related to newbuildings, partially offset by a $2.2 million decrease in restrictedcash. Net cash used in investing activities of $221.4 million for the period July 1, 2013 to March 31, 2014 comprisedmainly of payments for vessels and vessels under construction of $172.2 million, a net increase in restricted cash of $35.4million, which was comprised of an increase of $71.0 million from the original funding of the account from the a privateplacement in July 2013 offset by a decrease of $35.6 million due to an accelerated payment of $28.4 million to the shipyardin return for a reduction in the contract price of the vessel and the scheduled payment of $7.2 million, and net payments toacquire the Predecessor Businesses of $13.7 million. Predecessor: Net cash used in investing activities was $0.1 million for the period from April 1, 2013 to July 28,2013 as a result of payments for vessel improvements. Financing Cash Flows. Net cash provided by financing activities was $601.1 million for the year endedMarch 31, 2016 an increase of $387.4 million compared to the year ended March 31, 2015. For the year endedMarch 31, 2016, net cash provided by financing activities consisted of $676.8 million of borrowings related to our 2015Debt Facility partially offset by repayments of long term debt of $40.8 million, treasury stock repurchases of $20.9 millionand debt financing costs of $14.0 million. Net cash provided by financing activities was $213.7 million for the year endedMarch 31, 2015 and consisted of cash proceeds from our initial public offering, the overallotment exercise by theunderwriters of our initial public offering, and a private placement of our common stock, together totaling $155.8 million,and $80.1 million in cash proceeds from borrowings related to our 2015 Debt Facility offset partially by debt financing costsof $11.2 million, repayments of long term debt of $9.6 million and payment of equity issuance costs of $1.4 million. Net cash provided by financing activities was $493.3 million for the period July 1, 2013 to March 31, 2014 andconsisted of cash proceeds from three private placements of common shares totaling $510.5 million, offset partially byrepayments of long term debt of $6.5 million, payment of financing costs of $1.5 million and payments relating to equityissuance costs of $9.2 million. Predecessor: Net cash used in financing activities amounted to $5.6 million for the period April 1, 2013 to July 28,2013 and reflects the scheduled repayments due under our long‑term debt. Capital Expenditures. LPG transportation is a capital‑intensive business, requiring significant investment tomaintain an efficient fleet and to stay in regulatory compliance. We are required to complete a special survey for a vessel once every five years until 15 years of age and thereafterevery 2.5 years and an intermediate survey every 2.5 years after the first special survey. Drydocking each vessel takesapproximately 10‑20 days. We spend significant amounts for scheduled drydocking (including the cost of classificationsociety surveys) for each of our vessels. As our vessels age and our fleet expands, our drydocking expenses will increase. We estimate the current cost of aVLGC special survey to be approximately $1,000,000 and the cost of an intermediate survey to be approximately69 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents$100,000. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydockingand classification society survey costs. We are not aware of any future regulatory changes or environmental laws that weexpect to have a material impact on our current or future results of operations that we have not already considered. Please see"Item 1A. Risk Factors—Risks Relating to Our Company—We may incur substantial costs for the drydocking, maintenanceor replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adverselyaffect our ability to obtain profitable charters.” Contractual Obligations The following table summarizes our contractual obligations as of March 31, 2016: Payments due by period Less than More than Total 1 Year 1 to 3 Years 3 to 5 Years 5 Years Long‑term debt obligations $836,368,372 $66,265,643 $179,613,571 $145,736,071 $444,753,087 Interest payments 109,847,782 22,277,248 37,836,256 24,360,959 25,373,319 Remaining payments on office leases 876,200 382,194 462,543 31,463 — Total $947,092,354 $88,925,085 $217,912,370 $170,128,493 $470,126,406 (1)Our interest commitment on our RBS Loan Facility is calculated based on an as assumed LIBOR rate of 0.90% (the six‑month LIBORrate as of March 31, 2016), plus the applicable margin for the respective period as per the loan agreement and the estimated netsettlement of the related interest rate swaps. Our interest commitment on our 2015 Debt Facility is calculated based on an assumedLIBOR rate of 0.63% (the three‑month LIBOR rate as of March 31, 2016), plus the applicable margin for the respective period as perthe loan agreement and the estimated net settlement of the related interest rate swaps. (2)Our United Kingdom and Greece office lease payments were translated into U.S. Dollars using foreign currency equivalent rates ofBritish Pound Sterling 1.44 and Euro 1.14, respectively, as of March 31, 2016. Off-Balance Sheet Arrangements We currently do not have any off‑balance sheet arrangements. Description of Our Debt Obligations See Note 11 to our consolidated financial statements for a description of our debt obligations. Compliance with New Accounting Standards We have elected to “opt out” of the extended transition period relating to the exemption from new or revisedfinancial accounting standards under the JOBS Act and, as a result, we will comply with new or revised financial accountingstandards on the relevant dates on which adoption of such standards is required for non‑emerging growth companies. Section107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new orrevised financial accounting standards is irrevocable. Recent Accounting Pronouncements Refer to Note 2 of our consolidated financial statements included elsewhere in this report. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk from changes in interest rates and foreign currency fluctuations, as well as inflation.We use interest rate swaps to manage interest rate risks, but will not use these financial instruments for trading or speculativepurposes. 70 (1)(2)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsInterest Rate Risk The LPG shipping industry is capital intensive, requiring significant amounts of investment. Much of thisinvestment is provided in the form of long term debt. Our debt agreements contain interest rates that fluctuate with LIBOR.We have entered into interest rate swap agreements to hedge a majority of our exposure to fluctuations of interest rate riskassociated with our RBS Debt Facility. As of March 31, 2016 we hedged approximately 99% of our RBS Loan Facility tochanges in interest rates and as a result we were not materially exposed to interest rate risk on the RBS Loan Facility. Wehave hedged $250 million of non-amortizing principal and $206.4 million of amortizing principal of the 2015 Debt Facilityas of March 31, 2016 and thus increasing interest rates could adversely impact our future earnings. For the 12 monthsfollowing March 31, 2016, a hypothetical increase or decrease of 20 basis points in the underlying LIBOR rates would resultin an increase or decrease of our interest expense on our non-hedged interest bearing debt by approximately $0.5 millionassuming all other variables are held constant. See Notes 11 and 20 to our audited consolidated financial statements includedelsewhere in this report for a description of our debt obligations and interest rate swaps, respectively. Foreign Currency Exchange Rate Risk Our primary economic environment is the international LPG shipping market. This market utilizes the U.S. dollar asits functional currency. Consequently, our revenues are in U.S. dollars and the majority of our operating expenses are in U.S.dollars. However, we incur some of our expenses in other currencies, particularly the Euro, Norwegian Krone, British PoundSterling, the Japanese Yen and the Singapore Dollar. The amount and frequency of some of these expenses, such as vesselrepairs, supplies and stores, may fluctuate from period to period. Depreciation in the value of the U.S. dollar relative to othercurrencies will increase the cost of us paying such expenses. For the year ended March 31, 2016, 16% of our expenses,(excluding depreciation and amortization, interest and finance costs and gain/loss on derivatives), were in currencies otherthan the U.S. dollar, and as a result we expect the foreign exchange risk associated with these operating expenses to beimmaterial. We do not have foreign exchange exposure in respect of our credit facility and interest rate swap agreements, asthese are denominated in U.S. dollars. The portion of our business conducted in other currencies could increase in the future, which could expand ourexposure to losses arising from currency fluctuations. Inflation Certain of our operating expenses, including crewing, insurance and drydocking costs, are subject to fluctuations asa result of market forces. Crewing costs in particular have risen over the past number of years as a result of a shortage oftrained crews. Please read "Item 1A. Risk Factors—We may be unable to attract and retain key management personnel andother employees in the shipping industry without incurring substantial expense as a result of rising crew costs, which maynegatively affect the effectiveness of our management and our results of operations." A shortage of qualified officers makes itmore difficult to crew our vessels and may increase our operating costs. If this shortage were to continue or worsen, it mayimpair our ability to operate and could have an adverse effect on our business, financial condition and operating results.Inflationary pressures on bunker (fuel and oil) costs could have a material effect on our future operations if the number ofvessels employed on voyage charters increases. In the case of any vessels that are time‑chartered to third parties, it is thecharterers who pay for the fuel. If our vessels are employed under voyage charters, freight rates are generally sensitive to theprice of fuel. However, a sharp rise in bunker prices may have a temporary negative effect on our results since freight ratesgenerally adjust only after prices settle at a higher level. Please read "Item 1A. Risk Factors—Changes in fuel, or bunker,prices may adversely affect profits.” Forward Freight Agreements From time to time, we may take hedging or speculative positions in derivative instruments, including FFAs. Theusage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-periodbasis. During the year ended March 31, 2016, we had no open FFA positions. 71 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The financial information required by this Item is set forth on pages F-1 to F-43 and is filed as part of this annualreport. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE. None. ITEM 9A. CONTROLS AND PROCEDURES. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, hasevaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e)and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Based onthis evaluation, our management concluded that our disclosure controls and procedures were effective as of March 31, 2016.Our disclosure controls and procedures are designed to provide reasonable assurance that information required to bedisclosed by the Company in the reports that it files or submits to the Commission under the Exchange Act is recorded,processed, summarized and reported within the time periods specified in Commission rules and forms and that suchinformation is accumulated and communicated to our management, including our Chief Executive Officer and ChiefFinancial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining an adequate system of internal control overfinancial reporting, as defined in the Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of ourthe effectiveness of our internal control over financial reporting based on the framework in Internal Control—IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Ourinternal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonableassurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with USGAAP, and that our receipts and expenditures are being made in accordance with authorizations of our management anddirectors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use ordisposition of our assets that could have a material effect on the financial statements. Because of the inherent limitations ofinternal controls over financial reporting, misstatements may not be prevented or detected on a timely basis. Also,projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subjectto the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate. Based on the evaluation, management concluded that our internal control overfinancial reporting is effective as of March 31, 2016. In accordance with the Jumpstart Our Businesses Startups Act of 2012 as an emerging growth company, we areexempt from the requirement to obtain an attestation report from our independent registered public accounting firm on theassessment of our internal controls pursuant to the Sarbanes-Oxley Act of 2002. Changes in Internal Control over Financial Reporting Our management with the participation of our principal executive officer and principal financial officer or personsperforming similar functions has determined that no change in our internal control over financial reporting (as that term isdefined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the fourth fiscal quarter of our fiscal yearended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control overfinancial reporting. 72 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsLimitation on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and our internal control over financial reporting, management recognizesthat any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance ofachieving the desired control objectives. In addition, the design of disclosure controls and our internal control over financialreporting must reflect the fact that there are resource constraints and that management is required to apply its judgment inevaluating the benefits of possible controls and procedures relative to their costs. ITEM 9B. OTHER INFORMATION. None73 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The required information is incorporated by reference from our Proxy Statement to be filed with respect to our 2016Annual Meeting of Stockholders within 120 days of March 31, 2016. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendment to, or waiverfrom, a provision of the Code of Ethics for our principal executive officer, principal financial officer, principal accountingofficer or controller or persons performing similar functions by posting such information on our website,http://dorianlpg.com/. Information on our website is not included in, and should not be deemed incorporated by referenceinto, this Annual Report. ITEM 11. EXECUTIVE COMPENSATION. The required information is incorporated by reference from our Proxy Statement to be filed with respect to our 2016Annual Meeting of Stockholders within 120 days of March 31, 2016. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS. The required information is incorporated by reference from our Proxy Statement to be filed with respect to our 2016Annual Meeting of Stockholders within 120 days of March 31, 2016. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The required information is incorporated by reference from our Proxy Statement to be filed with respect to our 2016Annual Meeting of Stockholders within 120 days of March 31, 2016. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The required information is incorporated by reference from our Proxy Statement to be filed with respect to our 2016Annual Meeting of Stockholders within 120 days of March 31, 2016. 74 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. 1.Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of March 31, 2016 and 2015 Consolidated Statement of Operations for the years ended March 31, 2016 and 2015 and for the period July 1, 2013 (inception) to March31, 2014 Consolidated Statement of Shareholders' Equity for the years ended March 31, 2016 and 2015 and for the period July 1, 2013 (inception)to March 31, 2014 Consolidated Statement of Cash Flows for the years ended March 31, 2016 and 2015 and for the period July 1, 2013 (inception) to March31, 2014 Notes to Consolidated Financial Statements Predecessor Report of Independent Registered Public Accounting Firm Predecessor Combined Statements of Operations for the period April 1, 2013 to July 28, 2013 Predecessor Combined Statements of Owners' Equity for the period April 1, 2013 to July 28, 2013 Predecessor Combined Statements of Cash Flows for the period April 1, 2013 to July 28, 2013 Notes to Predecessor Combined Financial Statements 2.Financial Statement Schedules All schedules have been omitted because they are not applicable, not required or the information is included elsewhere in the FinancialStatements or Notes thereto. 3.Exhibits See accompanying Exhibit Index included after the signature page of this Report for a list of exhibits filed or furnished with orincorporated by reference in this annual report.75 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 27, 2016 Dorian LPG Ltd. (Registrant) /s/ John Hadjipateras John Hadjipateras President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity /s/ John Hadjipateras President, Chief Executive Officer and Chairman of the BoardJohn Hadjipateras (Principal Executive Officer)/s/ Theodore B. Young Chief Financial OfficerTheodore B. Young (Principal Financial Officer and Principal Accounting Officer) /s/ John C. Lycouris DirectorJohn C. Lycouris /s/ Thomas J. Coleman DirectorThomas J. Coleman /s/ Ted Kalborg DirectorTed Kalborg /s/ Øivind Lorentzen DirectorØivind Lorentzen /s/ Malcolm McAvity DirectorMalcolm McAvity /s/ Christina Tan DirectorChristina Tan 76 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents EXHIBIT INDEX Exhibit NumberDescription3.1 Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s RegistrationStatement on Form F-1 (Registration Number 333-194434), filed with the Commission on March 7,2014.3.2 Bylaws, incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on FormF-1 (Registration Number 333- 194434), filed with the Commission on March 7, 2014.3.3 Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.3 to the Company'sRegistration Statement on Form F-1/A (Registration Number 333-194434), filed with theCommission on March 28, 2014.3.4Certificate of Designations for Dorian LPG Ltd. Series A Junior Participating Preferred Stock,incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the Commission onDecember 21, 2015.4.1 Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to the Company'sRegistration Statement on Form F-1 (Registration Number 333-194434), filed with the Commissionon March 7, 2014.4.2 Rights Agreement, dated December 21, 2015, between Dorian LPG Ltd. and Computershare Inc.,incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the Commission onDecember 21, 2015.10.1 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company's RegistrationStatement on Form F-1/A (Registration Number 333-194434), filed with the Commission on April 28,2014.10.2 Shareholders Agreement between Dorian LPG Ltd., Scorpio Tankers Inc., SeaDor Holdings LLC andDorian Holdings LLC, incorporated by reference to Exhibit 10.2 to the Company's RegistrationStatement on Form F-1/A (Registration Number 333-194434), filed with the Commission on March31, 2014.10.3 $135.2 million Term Loan Facility, dated July 29, 2013, between CJNP LPG Transport LLC, CMNLLPG Transport LLC, CNML LPG Transport LLC, Corsair LPG Transport LLC, Dorian LPG Ltd. andThe Royal Bank of Scotland plc, incorporated by reference to Exhibit 10.10 to the Company'sRegistration Statement on Form F-1/A (Registration Number 333-194434), filed with theCommission on March 31, 2014.10.4 Supplemental Letter to $135.2 million Term Loan Facility, dated October 18, 2013, incorporated byreference to Exhibit 10.19 to the Company's Registration Statement on Form F-1/A (RegistrationNumber 333-194434), filed with the Commission on March 31, 2014.10.5Registration Rights Agreement by and between Dorian LPG Ltd. and Kensico Capital ManagementCorporation.10.6 Form of Vessel Management Agreement with Dorian LPG Management Corp., incorporated byreference to Exhibit 4.21 to the Company’s Annual Report on Form 20-F filed with the Commissionon July 30, 2014.10.7 Form of General Agency Agreement with Dorian LPG Management Corp., incorporated by referenceto Exhibit 4.22 to the Company’s Annual Report on Form 20-F filed with the Commission on July30, 2014.77 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents10.8 Newbuilding Service Agreement between Dorian LPG Ltd. and Dorian LPG (USA) LLC, incorporatedby reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed with theCommission on July 30, 2014.10.9 Administrative, Advisory and Support Services Agreement between Dorian LPG Ltd. and Dorian LPG(USA) LLC, incorporated by reference to Exhibit 4.24 to the Company’s Annual Report on Form 20-F filed with the Commission on July 30, 2014.10.10 $758 million Facility Agreement, dated March 23, 2015, between Dorian LPG Finance LLC asBorrower and ABN Amro Capital USA LLC, Citibank N.A., London Branch, ING Bank N.V., LondonBranch, DBN Bank SE, as Bookrunners, incorporated by reference to Exhibit 10.25 to the Company’sAnnual Report on Form 10-K filed with the Commission on June 3, 2015.10.11 2014 Executive Severance and Change in Control Severance Plan.21.1 List of Subsidiaries.23.1 Consent of Independent Registered Public Accounting Firm.23.2 Consent of Seward & Kissel LLP.31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1† Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002.32.2† Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002.101.INS XBRL Document.101.SCH XBRL Taxonomy Extension Schema.101.CAL XBRL Taxonomy Extension Schema Calculation Linkbase.101.DEF XBRL Taxonomy Extension Schema Definition Linkbase.101.LAB XBRL Taxonomy Extension Schema Label Linkbase.101.PRE XBRL Taxonomy Extension Schema Presentation Linkbase.†This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to theliability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 orthe Exchange Act. 78 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsINDEX TO THE FINANCIAL STATEMENTS DORIAN LPG LTD. Report of Independent Registered Public Accounting Firm F-1Consolidated Balance Sheets as of March 31, 2016 and 2015 F-2Consolidated Statement of Operations for the years ended March 31, 2016 and 2015 and for the period July 1, 2013(inception) to March 31, 2014 F-3Consolidated Statement of Shareholders' Equity for the years ended March 31, 2016 and 2015 and for the period July1, 2013 (inception) to March 31, 2014 F-4Consolidated Statement of Cash Flows for the years ended March 31, 2016 and 2015 and for the period July 1, 2013(inception) to March 31, 2014 F-5Notes to Consolidated Financial Statements F-6 PREDECESSOR BUSINESSES OF DORIAN LPG LTD. Report of Independent Registered Public Accounting Firm F-32Predecessor Combined Statements of Operations for the period April 1, 2013 to July 28, 2013 F-33Predecessor Combined Statements of Owners' Equity for the period April 1, 2013 to July 28, 2013 F-34Predecessor Combined Statements of Cash Flows for the period April 1, 2013 to July 28, 2013 F-35Notes to Predecessor Combined Financial Statements F-36 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholdersof Dorian LPG Ltd.Majuro, Republic of the Marshall Islands We have audited the accompanying consolidated balance sheets of Dorian LPG Ltd. and subsidiaries (the "Company") as ofMarch 31, 2016 and 2015, and the related consolidated statements of operations, shareholders' equity, and cash flows foreach of the two years in the period ended March 31, 2016 and for the period July 1, 2013 (inception) to March 31, 2014.These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinionon these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting. Our audits included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, weexpress no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements, assessing the accounting principles used and significant estimates made by management, as wellas evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for ouropinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of DorianLPG Ltd. and subsidiaries as of March 31, 2016 and 2015, and the results of their operations and their cash flows for each ofthe two years in the period ended March 31, 2016 and for the period July 1, 2013 (inception) to March 31, 2014, inconformity with accounting principles generally accepted in the United States of America. /s/ Deloitte Hadjipavlou, Sofianos & Cambanis S.A.Athens, GreeceMay 27, 2016F-1 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsDorian LPG Ltd.Consolidated Balance Sheets(Expressed in United States Dollars) As of As of March 31, 2016 March 31, 2015 Assets Current assets Cash and cash equivalents $46,411,962 $204,821,183 Trade receivables, net and accrued revenues 107,317 22,847,224 Prepaid expenses and other receivables 2,247,706 1,780,548 Due from related parties 54,504,359 386,743 Inventories 2,288,073 3,375,759 Total current assets 105,559,417 233,211,457 Fixed assets Vessels, net 1,667,224,476 419,976,053 Vessels under construction — 398,175,504 Other fixed assets, net 591,288 464,889 Total fixed assets 1,667,815,764 818,616,446 Other non-current assets Deferred charges, net 24,043,051 13,965,921 Due from related parties—non-current 17,600,000 — Restricted cash 50,812,789 33,210,000 Other non-current assets 95,271 97,446 Total assets $1,865,926,292 $1,099,101,270 Liabilities and shareholders’ equity Current liabilities Trade accounts payable $6,826,503 $5,224,349 Accrued expenses 9,721,477 5,647,702 Due to related parties 708,210 525,170 Deferred income 4,606,540 1,122,239 Current portion of long-term debt 66,265,643 15,677,553 Total current liabilities 88,128,373 28,197,013 Long-term liabilities Long-term debt—net of current portion 770,102,729 184,665,874 Derivative instruments 21,647,965 12,730,462 Other long-term liabilities 447,988 293,662 Total long-term liabilities 792,198,682 197,689,998 Total liabilities 880,327,055 225,887,011 Commitments and contingencies Shareholders’ equity Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued nor outstanding — — Common stock, $0.01 par value, 450,000,000 shares authorized, 58,057,493 and 58,057,493shares issued, 56,125,028 and 58,057,493 shares outstanding (net of treasury stock), as ofMarch 31, 2016 and March 31, 2015, respectively 580,575 580,575 Additional paid-in-capital 848,179,471 844,539,059 Treasury stock, at cost; 1,932,465 and zero shares as of March 31, 2016 and March 31, 2015,respectively (20,943,816) — Retained earnings 157,783,007 28,094,625 Total shareholders’ equity 985,599,237 873,214,259 Total liabilities and shareholders’ equity $1,865,926,292 $1,099,101,270 The accompanying notes are an integral part of these consolidated financial statements.F-2 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsDorian LPG Ltd.Consolidated Statements of Operations(Expressed in United States Dollars, except for share data) July 1, 2013 Year ended Year ended (inception) to March 31, 2016 March 31, 2015 March 31, 2014 Revenues Net pool revenues—related party $202,918,232 $ — $ — Voyage charter revenues 46,194,134 77,331,934 11,210,785 Time charter revenues 38,737,172 26,098,290 17,602,137 Other revenues 1,358,291 698,925 820,778 Total revenues 289,207,829 104,129,149 29,633,700 Expenses Voyage expenses 12,064,682 22,081,856 6,670,971 Vessel operating expenses 47,119,990 21,256,165 8,394,959 Management fees—related party — 1,125,000 3,122,356 Impairment — 1,431,818 — Depreciation and amortization 42,591,942 14,093,744 6,620,372 General and administrative expenses 29,836,029 14,145,086 433,674 Loss on disposal of assets 1,125,395 — — Total expenses 132,738,038 74,133,669 25,242,332 Other income—related parties 1,945,396 93,929 — Operating income 158,415,187 30,089,409 4,391,368 Other income/(expenses) Interest and finance costs (12,757,013) (289,090) (1,579,206) Interest income 148,360 418,597 428,201 Loss on derivatives, net (15,775,629) (3,959,203) (1,104,001) Foreign currency gain/(loss), net (342,523) (998,931) 697,481 Total other income/(expenses), net (28,726,805) (4,828,627) (1,557,525) Net income $129,688,382 $25,260,782 $2,833,843 Earnings per common share—basic $2.29 $0.45 $0.09 Earnings per common share—diluted $2.29 $0.45 $0.09 The accompanying notes are an integral part of these consolidated financial statements.F-3 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsDorian LPG Ltd.Consolidated Statements of Shareholders’ Equity (Expressed in United States Dollars, except for number of shares) Number of Additional common Common Treasury paid-in Retained Due from shares stock stock capital Earnings shareholder Total Issuance on inception—July 1, 2013 100 $1 $ — $99 $ — $(100) $ — Cancellation—July 29, 2013 (100) (1) — (99) — 100 — Issuance—July 29, 2013 18,644,324 186,443 — 229,804,569 — — 229,991,012 Issuance—November 26, 2013 24,071,506 240,715 — 361,957,921 — — 362,198,636 Issuance—February 12, 2014 5,649,200 56,492 — 97,119,449 — — 97,175,941 Fractional shares cancelled (19) — — — — — — Net income for the period — — — — 2,833,843 — 2,833,843 Balance, March 31, 2014 48,365,011 483,650 — 688,881,939 2,833,843 692,199,432 Issuance—April 24, 2014 1,412,698 14,127 — 25,849,437 — — 25,863,564 Issuance—May 13, 2014 7,105,263 71,053 — 123,169,507 — — 123,240,560 Issuance—May 22, 2014 245,521 2,455 — 4,335,901 — — 4,338,356 Restricted share award issuances 929,000 9,290 — (9,290) — — — Net income for the period — — — — 25,260,782 — 25,260,782 Stock-based compensation — — — 2,311,565 — — 2,311,565 Balance, March 31, 2015 58,057,493 580,575 — 844,539,059 28,094,625 — 873,214,259 Net income for the period — — — — 129,688,382 — 129,688,382 Stock-based compensation — — — 3,640,412 — — 3,640,412 Purchase of treasury stock — — (20,943,816) — — — (20,943,816) Balance, March 31, 2016 58,057,493 $580,575 $(20,943,816) $848,179,471 $157,783,007 $ — $985,599,237 The accompanying notes are an integral part of these consolidated financial statements.F-4 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsDorian LPG Ltd.Consolidated Statements of Cash Flows (Expressed in United States Dollars) July 1, 2013 Year ended Year ended (inception) to March 31, 2016 March 31, 2015 March 31, 2014 Cash flows from operating activities: Net income $129,688,382 $25,260,782 $2,833,843 Adjustments to reconcile net income to net cash provided by operatingactivities: Impairment — 1,431,818 — Depreciation and amortization 42,591,942 14,093,744 6,620,372 Amortization of financing costs 2,499,185 830,899 800,806 Unrealized loss/(gain) on derivatives 8,917,503 (1,331,954) (2,623,456) Stock-based compensation expense 4,052,249 2,311,565 — Loss on disposal of assets 1,125,395 — — Unrealized exchange differences 96,550 1,244,394 (8,004) Other non-cash items 138,588 489,039 — Changes in operating assets and liabilities Trade receivables, net and accrued revenue 22,739,907 (21,018,670) (1,966,746) Prepaid expenses and other receivables (467,158) (1,437,501) (343,047) Due from related parties (71,717,616) 1,252,754 (1,639,497) Inventories 1,087,686 (2,317,430) 396,776 Other non-current assets 2,175 (97,446) — Trade accounts payable 1,044,595 2,731,828 1,799,616 Accrued expenses and other liabilities 9,045,077 2,306,631 2,043,523 Due to related parties 183,040 411,705 (292,687) Payments for drydocking costs — (538,938) (385,077) Net cash provided by operating activities 151,027,500 25,623,220 7,236,422 Cash flows from investing activities: Payments for vessels and vessels under construction (895,063,383) (314,173,298) (172,237,529) Net payments to acquire predecessor businesses — — (13,732,896) Restricted cash deposits (17,602,789) (28,700,000) (35,448,702) Restricted cash released — 30,938,702 — Proceeds from disposal of assets 2,713,660 — — Payments to acquire other fixed assets (462,329) (392,248) (15,597) Net cash used in investing activities (910,414,841) (312,326,844) (221,434,724) Cash flows from financing activities: Proceeds from long-term debt borrowings 676,819,873 80,086,143 — Repayment of long-term debt borrowings (40,794,928) (9,612,000) (6,506,000) Purchase of treasury stock (20,943,816) — — Financing costs paid (13,990,720) (11,220,812) (1,516,847) Cash proceeds from common share issuances — 155,830,178 510,496,990 Payments relating to issuance costs — (1,388,918) (9,152,050) Net cash provided by financing activities 601,090,409 213,694,591 493,322,093 Effects of exchange rates on cash and cash equivalents (112,289) (1,301,579) 8,004 Net increase/(decrease) in cash and cash equivalents (158,409,221) (74,310,612) 279,131,795 Cash and cash equivalents at the beginning of the period 204,821,183 279,131,795 — Cash and cash equivalents at the end of the period $46,411,962 $204,821,183 $279,131,795 Supplemental disclosure of cash flow information Cash paid during the period for interest excluding interest capitalized tovessels $8,354,474 $69,323 $517,646 Predelivery costs for vessels and vessels under construction included inliabilities 1,040,189 1,211,534 653,159 Non cash consideration of shares issued to acquire Predecessor businessesand acquisitions of assets — — 187,495,680 Financing costs included in liabilities — 1,039,479 — Issuance costs included in liabilities $ — $244,414 $549,966 The accompanying notes are an integral part of these consolidated financial statements. F-5 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsDorian LPG Ltd.Notes to Consolidated Financial Statements (Expressed in United States Dollars) 1.Basis of Presentation and General Information Dorian LPG Ltd. (“Dorian”) was incorporated on July 1, 2013, under the laws of the Republic of the Marshall Islandsand is headquartered in the United States and is engaged in the transportation of liquefied petroleum gas (“LPG”) worldwidethrough the ownership and operation of LPG tankers. Dorian LPG Ltd. and its subsidiaries (together “we,” “us,” “our,” or the“Company”) is focused on owning and operating very large gas carriers (“VLGCs”), each with a cargo carrying capacity ofgreater than 80,000 cbm. Our fleet currently consists of twenty-two VLGCs, including nineteen fuel-efficient 84,000 cbmECO-design VLGCs (“ECO VLGCs”) and three 82,000 cbm VLGCs. The Company remained dormant until July 29, 2013 when the following transactions were completed concurrently: ·The Company completed a private placement of 9,310,054 shares of its common stock withinstitutional investors and other investors in Norway (“NPP”). The shares were issued at NOK 75.00 pershare, equivalent to USD 12.66 per share and realized gross proceeds of $117.9 million based on theexchange rate on July 29, 2013. ·The Company acquired from Dorian Holdings LLC (“Dorian Holdings”) the following in exchange for4,667,135 shares of its common stock and $9.7 million in cash: (a)100% interest in three ship owning entities, CNML LPG Transport LLC (“CNML”), CJNP LPGTransport LLC (“CJNP”) and CMNL LPG Transport LLC (“CMNL”), which each owned a VLGC(the Captain Nicholas ML, the Captain John NP and the Captain Markos NL respectively), therelated bank debt, interest rate swaps, and the inventory on board each vessel. The CaptainNicholas ML, Captain John NP and Captain Markos NL were previously owned by CepheusTransport Ltd, Lyra Gas Transport Ltd and Cetus Transport Ltd., all owned by principals of DorianHoldings until July 29, 2013 on which date they were sold to CNML, CJNP and CMNL,respectively. The sale of the vessels required approval from the bank that had provided the relatedfinancing that was assumed by the Company in connection with the transaction and resulted in amodification of the financing terms in connection with the acquisition. A further description ofthe loan arrangements is provided in Note 11. (b)100% interest in two entities, each a party to a contract for the construction of one VLGC, optionrights to construct an additional 1.5 VLGCs and $2.67 million in cash. The Company acquired from an affiliate of Dorian Holdings a 100% interest in an LPG pressurized gas carrier(“PGC”), the LPG Grendon, and the inventory onboard the vessel for $6.672 million in cash. The abovementioned acquisitions from Dorian Holdings and its affiliate were accounted as a business combination(refer to Note 4) and the operations of LPG Grendon along with that of the three VLGCs referred to above are herein referredto as the Predecessor. ·The Company issued 4,667,135 shares of its common stock to SEACOR Holdings Inc., through itssubsidiary, SeaDor Holdings LLC (“SeaDor”) as consideration for the following: (a)100% interest in a subsidiary company, SEACOR LPGI LLC, a party to a contract for theconstruction of one VLGC; (b)$49.9 million in cash; and F-6 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents(c)the assignment to the Company of option rights to purchase 1.5 VLGC vessels. The above mentioned acquisitions from SeaDor were accounted for as an asset acquisition. The allocation of thepurchase price between the assets acquired is described in Note 3(b). At the closing of the NPP, Dorian Holdings (the “Original Shareholders”) surrendered the 100 shares of capital stockof the Company, which were then cancelled. Following the completion of the above transactions on July 29, 2013, DorianHoldings, whose chairman is Mr. John Hadjipateras, our Chairman, President and Chief Executive Officer, and SeaDor, eachowned approximately 25.0% of the Company’s outstanding common stock with the remaining 50% held by institutionalinvestors and high net worth investors. We successfully closed our initial public offering ("IPO") on May 13, 2014 and our shares are listed on the NYSEand trade under the symbol “LPG”. The accompanying financial statements have been prepared in accordance with accounting principles generallyaccepted in the United States of America (“U.S. GAAP”) and include the accounts of Dorian LPG Ltd. and its subsidiaries. On April 1, 2015, Dorian and Phoenix Tankers Pte. Ltd. (“Phoenix”) began operations of Helios LPG Pool LLC (the“Helios Pool”) and entered into pool participation agreements for the purpose of establishing and operating, as charterer,under a variable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCswhereby revenues and expenses are shared. See Note 3 below for further description of the Helios Pool relationship. Our subsidiaries, which are all wholly-owned and all are incorporated in Republic of the Marshall Islands (unlessotherwise indicated below), as of March 31, 2016 are listed below. Vessel Owning Subsidiaries Type of Subsidiary vessel Vessel’s name Built CBM CNML LPG Transport LLC VLGC Captain Nicholas ML 2008 82,000 CJNP LPG Transport LLC VLGC Captain John NP 2007 82,000 CMNL LPG Transport LLC VLGC Captain Markos NL 2006 82,000 Comet LPG Transport LLC VLGC Comet 2014 84,000 Corsair LPG Transport LLC VLGC Corsair 2014 84,000 Corvette LPG Transport LLC VLGC Corvette 2015 84,000 Dorian Shanghai LPG Transport LLC VLGC Cougar 2015 84,000 Concorde LPG Transport LLC VLGC Concorde 2015 84,000 Dorian Houston LPG Transport LLC VLGC Cobra 2015 84,000 Dorian Sao Paulo LPG Transport LLC VLGC Continental 2015 84,000 Dorian Ulsan LPG Transport LLC VLGC Constitution 2015 84,000 Dorian Amsterdam LPG Transport LLC VLGC Commodore 2015 84,000 Dorian Dubai LPG Transport LLC VLGC Cresques 2015 84,000 Constellation LPG Transport LLC VLGC Constellation 2015 84,000 Dorian Monaco LPG Transport LLC VLGC Cheyenne 2015 84,000 Dorian Barcelona LPG Transport LLC VLGC Clermont 2015 84,000 Dorian Geneva LPG Transport LLC VLGC Cratis 2015 84,000 Dorian Cape Town LPG Transport LLC VLGC Chaparral 2015 84,000 Dorian Tokyo LPG Transport LLC VLGC Copernicus 2015 84,000 Commander LPG Transport LLC VLGC Commander 2015 84,000 Dorian Explorer LPG Transport LLC VLGC Challenger 2015 84,000 Dorian Exporter LPG Transport LLC VLGC Caravelle 2016 84,000 F-7 (1)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsManagement Subsidiaries Subsidiary Dorian LPG Management Corp Dorian LPG (USA) LLC (incorporated in USA) Dorian LPG (UK) Ltd. (incorporated in UK) Dorian LPG Finance LLC Occident River Trading Limited (incorporated in UK) Dormant Subsidiaries Subsidiary SeaCor LPG I LLC SeaCor LPG II LLC Capricorn LPG Transport LLC Constitution LPG Transport LLC Grendon Tanker LLC (1)CBM: Cubic meters, a standard measure for LPG tanker capacity(2)Owner of the Pressurized Gas Carrier (“PGC”) Grendon until it was sold in February 2016 Customers For the year ended March 31, 2016, the Helios Pool and one other individual charterer accounted for 70% and 12% ofour total revenues, respectively. For the year ended March 31, 2015, five charterers represented 27%, 19%, 14%, 12% and11% of total revenues, respectively. For the period ended March 31, 2014, three charterers represented 51%, 13% and 10% oftotal revenues, respectively. 2. Significant Accounting Policies (a)Principles of consolidation: The consolidated financial statements incorporate the financial statements of theCompany and its wholly‑owned subsidiaries. Income and expenses of subsidiaries acquired or disposed of duringthe period are included in the consolidated statements of operations from the effective date of acquisition and up tothe effective date of disposal, as appropriate. All intercompany balances and transactions have been eliminated. (b)Use of estimates: The preparation of the financial statements in conformity with U.S. GAAP requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ from those estimates. (c)Other comprehensive income/(loss): The Company follows the accounting guidance relating to ComprehensiveIncome, which requires separate presentation of certain transactions that are recorded directly as components ofstockholders’ equity. The Company has no other comprehensive income/(loss) and accordingly, comprehensiveincome/(loss) equals net income/(loss) for the periods presented and thus has not presented this in the statement ofoperations or in a separate statement. (d)Foreign currency translation: The functional currency of the Company is the U.S. Dollar. Foreign currencytransactions are measured and recorded in the functional currency using the exchange rate in effect at the date of thetransaction. As of balance sheet date, monetary assets and liabilities that are denominated in a currency other thanthe functional currency are adjusted to reflect the exchange rate at the balance sheet date and any gains or losses areincluded in the statement of operations. For the periods presented, the Company had no foreign currency derivativeinstruments. (e)Cash and cash equivalents: The Company considers highly liquid investments such as time deposits andcertificates of deposit with an original maturity of three months or less to be cash equivalents.F-8 (2)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents (f)Trade receivables, net and accrued revenues: Trade receivables, net and accrued revenues, reflect receivables fromvessel charters, net of an allowance for doubtful accounts. At each balance sheet date, all potentially uncollectibleaccounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts.Provision for doubtful accounts for the periods presented was zero. (g)Due from related parties: Due from related parties reflect receivables from Helios Pool, and other related parties.Distributions of earnings due from the Helios Pool are classified as current and working capital contributed to theHelios Pool is classified as non-current. (h)Inventories: Inventories consist of bunkers on board the vessels when vessels are unemployed or are operatingunder voyage charters and lubricants and stores on board the vessels. Inventories are stated at the lower of cost ormarket. Cost is determined by the first in, first out method. (i)Vessels, net: Vessels, net are stated at cost net of accumulated depreciation and impairment charges. The costs of thevessels acquired as part of a business acquisition are recorded at their fair value on the date of acquisition. The costof vessels purchased consists of the contract price, less discounts, plus any direct expenses incurred uponacquisition, including improvements, commission paid, delivery expenses and other expenditures to prepare thevessel for her initial voyage. The initial purchase of LPG coolant for the refrigeration of cargo is also capitalized.Allocated interest costs incurred during construction are capitalized. Subsequent expenditures for conversions andmajor improvements are also capitalized when they appreciably extend the life, increase the earning capacity orimprove the efficiency or safety of the vessels. Repairs and maintenance are expensed as incurred. (j)Impairment of long‑lived assets: The Company reviews their vessels “held and used” for impairment wheneverevents or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When theestimate of future undiscounted cash flows, excluding interest charges, expected to be generated by the use of theasset is less than its carrying amount, the asset is evaluated for an impairment loss. Measurement of the impairmentloss is based on the fair value of the asset. (k)Vessel depreciation: Depreciation is computed using the straight‑line method over the estimated useful life of thevessels, after considering the estimated salvage value. Each vessel’s salvage value is equal to the product of itslightweight tonnage and estimated scrap rate. Management estimates the useful life of its vessels to be 25 years fromthe date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisitionthrough their remaining estimated useful life. (l)Drydocking and special survey costs: Drydocking and special survey costs are accounted under the deferral methodwhereby the actual costs incurred are deferred and are amortized on a straight‑line basis over the period through thedate the next survey is scheduled to become due. We are required to drydock each of our vessels every five yearsuntil it reaches 15 years of age, after which we are required to drydock the applicable vessel every 2.5 years. Costsdeferred are limited to actual costs incurred at the yard and parts used in the drydocking or special survey. Costsdeferred include expenditures incurred relating to shipyard costs, hull preparation and painting, inspection of hullstructure and mechanical components, steelworks, machinery works, and electrical works. If a survey is performedprior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balancesof vessels that are sold are written‑off and included in the calculation of the resulting gain or loss in the period of thevessel’s sale. The amortization charge is presented within Depreciation and amortization in the consolidatedstatement of operations. (m)Financing costs: Financing costs incurred for obtaining new loans and credit facilities are deferred and amortizedto interest expense over the respective term of the loan or credit facility using the effective interest rate method. Anyunamortized balance of costs relating to loans repaid or refinanced is expensed in the period the repayment orrefinancing is made, subject to the accounting guidance regarding Debt—Modifications and Extinguishments. Anyunamortized balance of costs related to credit facilities repaid is expensed in the period. Any unamortized balanceof costs relating to credit facilities refinanced are deferred and amortized over the term of the respective creditfacility in the period the refinancing occurs, subject to the provisions of the accountingF-9 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsguidance relating to Debt—Modifications and Extinguishments. The unamortized financing costs are reflected inDeferred charges in the accompanying consolidated balance sheet. (n)Restricted cash: Restricted cash represents minimum liquidity to be maintained with certain banks under ourborrowing arrangements and a pledged cash deposit. The restricted cash is classified as non-current in the event thatits obligation is not expected to be terminated within the next twelve months as they are long-term in nature. (o)Revenues and expenses: Revenue is recognized when an agreement exists, the vessel is made available to thecharterer or services are provided, the charter hire is determinable and collection of the related revenue is reasonablyassured. Net pool revenue: As from April 1, 2015, we began operation of a pool. Net pool revenues—related party for eachvessel in the pool is determined in accordance with the profit sharing terms specified within the pool agreement. Inparticular, the pool manager calculates the net pool revenues using gross revenues less voyage expenses of all thepool vessels and less the general and administrative expenses of the pool and distributes the net pool revenues astime charter hire to participants based on: ·pool points (vessel attributes such as cargo carrying capacity, fuel consumption, and speed are taken intoconsideration); and ·number of days the vessel participated in the pool in the period. We recognize net pool revenues—related party on a monthly basis, when the vessel has participated in the poolduring the period and the amount of net pool revenues for the month can be estimated reliably. Voyage charter revenue: Under a voyage charter, the revenues are recognized on a pro‑rata basis over the durationof the voyage determined on a discharge—to discharge port basis but the Company does not begin recognizingrevenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged itscargo and is sailing to the anticipated load port for its next voyage. In the event a vessel is acquired or sold while avoyage is in progress, the revenue recognized is based on an allocation formula agreed between the buyer and theseller. Demurrage income represents payments by the charterer to the vessel owner when loading or discharging timeexceeds the stipulated time in the voyage charter and is recognized when earned and collection is reasonablyassured. Despatch expense represents payments by the Company to the charterer when loading or discharging timeis less than the stipulated time in the voyage charter and is recognized as incurred. Voyage charter revenue relatingto voyages in progress as of the balance sheet date are accrued and presented in Trade receivables and accruedrevenue in the accompanying consolidated balance sheet. Time charter revenue: Time charter revenues are recorded ratably over the term of the charter as service isprovided. Time charter revenues received in advance of the provision of charter service are recorded as deferredincome and recognized when the charter service is rendered. Deferred income or accrued revenue also may resultfrom straight‑line revenue recognition in respect of charter agreements that provide for varying charter rates.Deferred income and accrued revenue amounts that will be recognized within the next twelve months are presentedas current, with amounts to be recognized thereafter presented as non‑current. Revenues earned through the profitsharing arrangements in the time charters represent contingent rental revenues that are recognized when earned andamounts are reasonably assured based on estimates provided by the charterer. Commissions: Charter hire commissions to brokers or managers, if any, are deferred and amortized over the relatedcharter period and are included in Voyage expenses. Vessel operating expenses: Vessel operating expenses are accounted for as incurred on the accrual basis. Vesseloperating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs andmaintenance, the cost of spares and consumable stores and other miscellaneous expenses. F-10 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents(p)Repairs and maintenance: All repair and maintenance expenses, including underwater inspection costs areexpensed in the period incurred. Such costs are included in Vessel operating expenses. (q)Stock-based compensation: Stock-based payments to employees and directors are determined based on their grantdate fair values and are amortized against income over the vesting period. The fair value is considered to be theclosing price recorded on the grant date. We account for restricted stock award forfeitures upon occurrence. (r)Stock repurchases: We record the repurchase of our shares of common stock at cost based on the settlement date ofthe transaction. These shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasuryshares are included in authorized and issued shares but excluded from outstanding shares. (s)Segment reporting: Each of the Company’s vessels serve the same type of customer, have similar operations andmaintenance requirements, operate in the same regulatory environment, and are subject to similar economiccharacteristics. Based on this, the Company has determined that it operates in one reportable segment, theinternational transportation of liquid petroleum gas with its fleet of vessels. Furthermore, when the Companycharters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure ofgeographic information is impracticable. (t)Derivative instruments: All derivatives are stated at their fair value, as either a derivative asset or a liability. The fairvalue of the interest rate derivatives is based on a discounted cash flow analysis and their fair value changes arerecognized in current period earnings. When the derivatives do qualify for hedge accounting, depending upon thenature of the hedge, changes in fair value of the derivatives are either recognized in current period earnings or inother comprehensive income/(loss) (effective portion) until the hedged item is recognized in the consolidatedstatements of operations. For the periods presented, no derivatives were accounted for as accounting hedges. (u)Fair value of financial instruments: In accordance with the requirements of accounting guidance relating to FairValue Measurements, the Company classifies and discloses its assets and liabilities carried at fair value in one of thefollowing three categories: Level 1:Quoted market prices in active markets for identical assets or liabilities.Level 2:Observable market based inputs or unobservable inputs that are corroborated by market data.Level 3:Unobservable inputs that are not corroborated by market data. (v)Recent accounting pronouncements: In May 2014, the Financial Accounting Standards Board (“FASB”) amendedits accounting guidance for revenue recognition. The fundamental principles of the new guidance are thatcompanies should recognize revenue in a manner that reflects the timing of the transfer of services to customers andconsideration that a company expects to receive for the services provided. It also requires additional disclosuresnecessary for the financial statement users to understand the nature, amount, timing and uncertainty of revenue andcash flows arising from contracts with customers. The standard is effective for annual periods beginning afterDecember 15, 2017, and interim periods therein, and shall be applied either retrospectively to each period presentedor as a cumulative effect adjustment as of the date of adoption, early adoption is permitted, but not before thebeginning of 2017. We are currently assessing the impact the amended guidance will have on our financialstatements. In February 2015, the FASB issued accounting guidance amending consolidation analysis which focuses on theconsolidation evaluation for reporting organizations that are required to evaluate whether they should consolidatecertain legal entities. This new standard simplifies consolidation accounting by reducing the number ofconsolidation models and providing incremental benefits to stakeholders. In addition, the new standard places moreemphasis on risk of loss when determining a controlling financial interest, reduces the frequency of the applicationof related-party guidance when determining a controlling financial interest in a variable interest entity (a “VIE”),and changes consolidation conclusion for public and private companies in several industries that typically makeuse of limited partnerships or VIEs. The pronouncement is effective prospectively for annualF-11 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsperiods beginning after December 15, 2015, and interim periods within that reporting period. The amendedguidance will have no impact on our financial statements. In April 2015, an accounting pronouncement was issued by the FASB to update the guidance related to thepresentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability,be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability ratherthan being presented as an asset. This pronouncement is effective retrospectively for fiscal years beginning afterDecember 15, 2015 and interim periods within that reporting period, with early adoption permitted. We will adoptthis pronouncement on April 1, 2016 and the amount of debt issuance costs that would be classified on our balancesheet as a reduction of debt was $23.7 million as of March 31, 2016 and $13.3 million as of March 31, 2015. In July 2015, the FASB issued accounting guidance requiring entities to measure most inventory at the lower of costand net realizable value. The pronouncement is effective prospectively for annual periods beginning afterDecember 15, 2016, and interim periods within that reporting period. We are currently assessing the impact theamended guidance will have on our financial statements. In February 2016, the FASB issued accounting guidance to update the requirements of financial accounting andreporting for lessees and lessors. The updated guidance, for lease terms of more than 12 months, will require a dualapproach for lessee accounting under which a lessee would account for leases as finance leases or operating leases.Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and acorresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of theright-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. Lessoraccounting remains largely unchanged. The new standard requires a modified retrospective transition approach forall leases existing at, or entered into after, the date of initial application, with an option to use certain transitionrelief. The pronouncement is effective prospectively for public business entities for annual periods beginning afterDecember 15, 2018, and interim periods within that reporting period. Early adoption is permitted for all entities. Weare currently assessing the impact the amended guidance will have on our financial statements. In March 2016, the FASB issued accounting guidance to simplify the requirements of accounting for share-basedpayment transactions. The guidance simplifies the accounting for taxes related to stock-based compensation,including adjustments to how excess tax benefits and an entity’s payments for tax withholdings should beclassified. Additionally, an entity may make an entity-wide policy election to either estimate the number of awardsthat are expected to vest or account for forfeitures when they occur. The pronouncement is effective for annualperiods beginning after December 15, 2016, and interim periods within that reporting period with early adoptionpermitted in any interim or annual period. We have early adopted this pronouncement for the year ended March 31,2016 and have made the entity-wide policy election to account for forfeitures when they occur, which resulted in usrecognizing an additional $0.1 million of stock-based compensation for the year ended March 31, 2016. 3. Transactions with Related Parties (a)Dorian Holdings: Dorian was formed by Dorian Holdings on July 1, 2013, to acquire and operate LPG tankers andinitially to acquire the LPG tankers held by affiliates of Dorian Holdings. These acquisitions were accounted for asthe acquisition of a business, refer Notes to 1 and 4. In addition on July 29, 2013, we entered into a licenseagreement with Dorian Holdings pursuant to which Dorian Holdings has granted us a non‑transferable,non‑exclusive, perpetual (subject to termination for material breach or a change of control event), world‑wide,royalty‑free right and license to use the Dorian logo and “Dorian LPG” in connection with our LPG business. (b)SEACOR Holdings Inc. (“SEACOR”): On April 29, 2013, affiliates of the Company entered into a series ofagreements with subsidiaries of SEACOR under which the affiliates of the Company granted certain rights toSEACOR to purchase newbuilding contracts for VLGCs and associated options. The affiliates of the Company hadthe right to repurchase a portion of those contracts and the associated options. As part of these agreements,subsidiaries of SEACOR paid the first installment under the newbuilding contracts to the shipyard, which, underF-12 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsthe terms of the agreements, could be partially acquired by Dorian affiliates for the amount of the installments paid, certainagreed third party expenses, and a capital charge of 6% per annum. As described in Note 1, the Company acquired a 100% interest in SEACOR LPG I LLC, a party to a contract for theconstruction of one VLGC, $49.9 million in cash and the assignment to the Company of option rights to purchase1.5 VLGC vessels, from SEACOR in exchange for 4,667,135 shares of its common stock. This transaction wasaccounted for as an asset acquisition. The fair value of the transaction was determined based on the number of shares issued by the Company. The fairvalue of the common stock was determined to be NOK75.00 per share (or $12.66 per share at the exchange rate onJuly 29, 2013) which was the price per share for the Company’s common shares issued to private investors on thesame date. The total transaction value of $59.4 million (including transaction costs) was allocated to the assets purchased asfollows: Cash$49,854,870 Purchase contract for one VLGC newbuilding contract (includes advance payment) 7,009,675 Purchase option contracts 2,529,126 $59,393,671 The allocation between the newbuilding contract and the purchase options was based on their relative fair value.The fair value of the newbuilding contract and purchase options was computed as the excess of the purchaseconsideration for similar vessels with similar delivery dates based on valuation from an independent broker over thepurchase consideration of the contracts acquired plus for newbuilding contracts any advance to the shipyard as ofthe acquisition date. The appraised value was determined using recent transactions involving comparable vessels asadjusted for age and features. The appraisal was performed on “willing Seller and willing Buyer” basis and based onthe sale and purchase market condition prevailing at the acquisition date subject to the vessel being in soundcondition and made available for delivery charter free. (c)Scorpio Tankers Inc. (“Scorpio”): On November 26, 2013, the Company issued 7,990,425 shares of its commonstock to Scorpio as consideration for 100% interest in thirteen subsidiary companies, (each a party to a contract forthe construction of one VLGC) and $1.9 million in cash. This transaction was accounted for as an asset acquisition. The fair value of the transaction was determined based on the number of shares issued by the Company. The fairvalue of the common stock was determined to be NOK92.50 per share (or $15.16 per share at the exchange rate onNovember 26, 2013), which was the price per share for the Company’s common shares issued to private investors onthe same date. The total transaction value of $121.3 million (including transaction costs) was allocated to the assets purchased asfollows: Cash$1,930,000 Purchase contract for thirteen VLGC newbuilding contracts (includes advance payments) 119,386,040 $121,316,040 The cost of the group of non‑cash assets was allocated to each of the new building contracts based on their relativefair value. The fair value of each newbuilding contract was determined as the excess of the purchase consideration asof the acquisition date for similar vessels with similar delivery dates based on valuation from an independent brokerover the purchase consideration of the contracts acquired plus any advance paid to the shipyard. The appraisedvalue was determined using recent transactions involving comparable vessels as adjusted for age and features. Theappraisal was performed on “willing Seller and willing Buyer” basis and based on the sale andF-13 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentspurchase market condition prevailing at the acquisition date subject to the vessel being in sound condition andmade available for delivery charter free. (d)Dorian (Hellas) S.A.: A. Ship‑Owning Companies Management Agreements: Pursuant to management agreements entered into byeach vessel owning subsidiary on July 26, 2013, as amended, with Dorian (Hellas) S.A. (“DHSA” or the “Manager”),the technical, crew and commercial management as well as insurance and accounting services of its vessels wasoutsourced to DHSA. In addition, under these management agreements, strategic and financial services had alsobeen outsourced to DHSA. DHSA had entered into agreements with each of Eagle Ocean Transport Inc. (“EagleOcean Transport”) and Highbury Shipping Services Limited (“HSSL”), to provide certain of these services on behalfof the vessel owning companies. Mr. John Hadjipateras, our Chairman, President and CEO, owns 100% of EagleOcean Transport, and our Vice President of Chartering, Insurance and Legal, Nigel Grey‑Turner, owns 100% ofHSSL. The fees payable for the above services to DHSA amounted to $93,750 per month per vessel, payable onemonth in advance. These management agreements terminated on June 30, 2014. As of July 1, 2014, vesselmanagement services and the associated agreements for our fleet were transferred from DHSA and are now providedthrough our wholly owned subsidiaries Dorian LPG (USA) LLC, Dorian LPG (UK) Ltd. and Dorian LPGManagement Corp. Subsequent to the transition agreements, Eagle Ocean Transport continues to incur related travelcosts for certain transitioned employees as well as office-related costs, for which we reimbursed Eagle OceanTransport $0.8 million and $0.7 million for the years ended March 31, 2016 and 2015, respectively. Such expensesare reimbursed based on their actual cost. Management fees related to these agreements for the year ended March 31, 2015 and for the period July 1, 2013 toMarch 31, 2014 amounted to $1.1 million and $3.1 million, respectively, and are presented in Management fees‑related party in the consolidated statements of operations. There were no management fees incurred for the yearended March 31, 2016. Dorian LPG (USA) LLC and its subsidiaries entered into an agreement with DHSA, retroactive to July 2014 andsuperseding an agreement between Dorian LPG (UK) Ltd. and DHSA, for the provision by Dorian LPG (USA) LLCand its subsidiaries of certain chartering and marine operation services to DHSA, for which income totaling $0.5million and $0.1 million was earned and included in other income for the years ended March 31, 2016 and 2015,respectively. As of March 31, 2016, $0.9 million was due from DHSA and included in due from related parties and $0.5 millionwas due to DHSA and included in due to related parties. B. Pre‑Delivery Services: A fixed monthly fee of $15,000 per hull was payable to the Manager forpre‑delivery services provided during the period from July 29, 2013 until the date of delivery of each newbuilding.These management agreements terminated on June 30, 2014. As of July 1, 2014, vessel management services andthe associated agreements for our fleet were transferred from the Manager and are now provided through our whollyowned subsidiaries. Management fees related to the pre‑delivery services provided by DHSA for the year endedMarch 31, 2015 and for the period July 1, 2013 to March 31, 2014 amounted to $0.9 million and $1.2 million,respectively. For the period July 1, 2013 to March 31, 2014, $0.1 million is presented in Management fees‑relatedparty in the consolidated statement of operations. (e)Eagle Ocean Transport Inc.: As part of the series of agreements with SEACOR, Eagle Ocean Transport, a company100% owned by Mr. John Hadjipateras, our Chairman, President and Chief Executive Officer, is entitled to retain100% of any portion of the shipbroker fee rebated to it as compensation for its services in securing the newbuildingcontracts for three VLGCs and three associated option agreements. To the extent that any fees are received in respectof option vessels under such agreements, the fees shall be shared evenly between SEACOR and Eagle OceanTransport. Collectively, Eagle Ocean Transport and SEACOR received a total of $0.8 million and $0.5 million ofshipbroker rebates for their services in securing the newbuilding contracts for the year ended March 31, 2015 andperiod ended March 31, 2014, respectively. In addition, Eagle Ocean Transport wasF-14 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsreimbursed for an amount of $0.3 million, representing costs incurred on behalf of the Company relating to equity issuancesand debt restructuring for the period July 1, 2013 to March 31, 2014. (f)Helios LPG Pool LLC (“Helios Pool”): On April 1, 2015, Dorian and Phoenix began operations of the Helios Pooland entered into pool participation agreements for the purpose of establishing and operating, as charterer, under avariable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool ofVLGCs whereby revenues and expenses are shared as described in Note 2 above. We hold a 50% interest in theHelios Pool as a joint venture with Phoenix and all significant rights and obligations are equally shared by bothparties. All profits of the Helios Pool are distributed to the pool participants based on pool points assigned to eachvessel as variable charter hire (refer to Note 2 above) and, as a result, there are no profits available to the equityinvestors as a share of equity. We have determined that the Helios Pool is a VIE as it does not have sufficient equityat risk. We do not consolidate the Helios Pool because we are not the primary beneficiary and do not have acontrolling financial interest. In consideration of ASC 810-10-50-4e, the significant factors considered andjudgments made in determining that the power to direct the activities of the Helios Pool that most significantlyimpact the entity’s economic performance are shared, in that all significant performance activities which relate toapproval of pool policies and strategies related to pool customers and the marketing of the pool for the procurementof customers for the pool vessels, addition of new pool vessels and the pool cost management, require unanimousboard consent from a board consisting of two members from each joint venture investor. Further, in accordance withthe guidance in ASC 810-10-25-38D, the Company and Phoenix are not related parties as defined in ASC 850 norare they de facto agents pursuant to ASC 810-10, the power over the significant activities of the Helios Pool isshared, and no party is the primary beneficiary in the Helios Pool, or has a controlling financial interest. In March2016, the Helios Pool reached an agreement with Oriental Energy Company Ltd. ("Oriental Energy"). When fullydelivered, the Helios Pool will operate eight VLGCs for Oriental Energy, some of which will be time chartered-in ata fixed time charter hire rate. The agreement with Oriental Energy had no impact on the ownership structure or thepower to direct significant activities of the Helios Pool. As of March 31, 2016, we had receivables from the Helios Pool of $71.0 million, including $17.6 million of workingcapital contributed for the operation of our vessels in the pool. Our maximum exposure to losses from the pool as ofMarch 31, 2016 is limited to the receivables from the pool. The Helios Pool does not have any third-party debtobligations. The Helios Pool has entered into commercial management agreements with each of Dorian LPG (UK)Ltd. and Phoenix as commercial managers and has appointed both commercial managers as the exclusivecommercial managers of pool vessels. Fees for commercial management services provided by Dorian LPG (UK) Ltd.are included in “Other income-related parties” in the consolidated statement of operations and were $1.4 million forthe year ended March 31, 2016. Additionally, we received a fixed reimbursement of expenses such as costs forsecurity guards and war risk insurance for voyages operating high risk areas from the Helios Pool, for which weearned $1.2 million for the year ended March 31, 2016 and are included in “Other revenues” in the consolidatedstatement of operations. Through our vessel owning subsidiaries, we have chartered vessels to the Helios Pool during the year endedMarch 31, 2016. The time charter revenue from the Helios Pool is variable depending upon the net results of thepool, operating days and pool points for each vessel. The Helios Pool enters into voyage and time charters withexternal parties and receives freight and related revenue and incurs voyage costs such as bunkers, port costs andcommissions. At the end of each month, the pool aggregates the revenue and expenses for all the vessels in the pooland distributes net pool revenues to the participants based on the results of the pool, operating days and pool points,as variable rate time charter hire for the relevant vessel. We recognize net pool revenues on a monthly basis, whenthe vessel has participated in the pool during the period and the amount of pool revenues for the month can beestimated reliably. Revenue earned is presented in Note 14. (g)Consulting: Since the formation of the Predecessor Companies, a member of our board of directors, who resignedeffective May 1, 2015, provided certain chartering and commercial services to the Company, its subsidiaries, andthe Predecessor Companies. This individual entered into a consulting agreement on May 1, 2015 that provides for,among other things, an annual fee of $250,000, payable for services rendered commencing on May 8, 2014. Relatedto this consulting agreement we expensed $0.2 million and $0.2 million, for the years ended March 31, 2016 and2015, respectively.F-15 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents (h)Artwork: During the year ended March 31, 2016, we purchased $0.1 million of artwork for newbuilding vessels,which have been capitalized and presented in “Vessels, net” for vessels that have been delivered during the period,for our Athens, Greece office and for a shipyard, which are included in “General and administrative expenses” in theconsolidated statement of operations. The artist is a relative of one of our executive officers. (i)Commissions: Orient River Trading Ltd., a company 100% owned by a senior officer of our 100% owned subsidiaryDorian Management Corp., provided disponent owner services for certain charterers that do not recognize MarshallIslands vessel-owning subsidary companies. Commission expenses on voyages utilizing these services, included in“Voyage expenses” in the consolidated statement of operations, amounted to $0.1 million and $0.1 million for theyears ended March 31, 2016 and 2015, respectively. There were no commissions for these services for the periodended March 31, 2014. 4. Acquisition of Business On July 29, 2013, Dorian Holdings sold to Dorian in exchange for equity and $9.7 million in cash its 100% interestin CMNL, CJNP, CNML owners of the Captain Markos NL, Captain John NP and Captain Nicholas ML, respectively andacquired the related inventory on board, and assumed the associated bank debt, and interest rate swap and 100% interest intwo entities, each a party to a contract for the construction of one VLGC, and option rights to construct an additional 1.5VLGCs and $2.67 million in cash. The $9.7 million cash related to the payment for inventories and LPG coolant on board of$2.3 million and to reimburse for an advance for vessels under construction of $7.4 million In addition on July 29, 2013 Dorian acquired 100% interest of Grendon Tanker LLC, the owner of the Grendon(until its sale to a third party in February 2016), from an affiliate of Dorian Holdings for a cash consideration of $6,625,000plus the value of inventory on board the vessel. These acquisitions have been treated as business acquisitions and were initially recorded at fair value. The following table summarizes the fair value of the consideration paid and assets/liabilities acquired. Fair value of total consideration Acquisition from Dorian Grendon Holdings acquisition Total Cash$9,732,911 $6,672,485 $16,405,396 Equity instruments (4,667,135 common shares of the Companyat NOK 75.00 per share) 59,092,499 — 59,092,499 Total consideration 68,825,410 6,672,485 75,497,895 Fair value of identifiable assets and liabilities acquired: Cash 2,672,500 — 2,672,500 Vessels 194,457,529 6,625,000 201,082,529 Inventories on board the vessels 1,407,622 47,485 1,455,107 Newbuilding vessels contracted for construction 17,593,130 — 17,593,130 Other assets—Vessel purchase options 4,605,000 — 4,605,000 Long term bank debt (135,224,500) — (135,224,500) Interest rate swaps (16,685,871) — (16,685,871) Net assets acquired—fair value$68,825,410 $6,672,485 $75,497,895 The fair value of the common stock was determined to be NOK75.00 per share (or $12.66 per share at the exchangerate on July 29, 2013) being the price the Company issued its common shares to private investors under its private placementwhich closed on the same date. F-16 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsThe vessels were acquired with attached charters. The attached charters for each vessel were evaluated by theCompany based on market charter rates on the acquisition date and were found to be at market values, and thus none of thepurchase consideration was allocated to the attached time charters or voyage charter. The fair values of the vessels, excluding LPG coolant, on the date of acquisition were determined by the Companybased on valuations from an independent broker. The appraised value was determined using recent transactions involvingcomparable vessels as adjusted for age and features. The appraisal was performed on “willing Seller and willing Buyer” basisand based on the sale and purchase market condition prevailing at the acquisition date subject to the vessel being in soundcondition and made available for delivery charter free. The fair value of the LPG coolant at the date of acquisition wasdetermined by the quantity purchased valued at the then current LPG rate. The fair value of the newbuilding contracts andvessel purchase options was computed as the excess of the purchase consideration for similar vessels with similar deliverydates based on valuation from an independent broker over the purchase consideration of the contracts acquired plus inrespect of the newbuilding contracts any advance paid to the shipyard as of the acquisition date. The fair value of the interestrate swaps was determined using a discounted cash flow approach based on market‑based LIBOR swap yield rates. The fairvalue of the bank debt and cash was determined to be its face value. In addition, on July 29, 2013 Dorian Holdings granted the Company a royalty‑free, non‑exclusive right and licenseto use the then newly created Dorian logo and “Dorian LPG”. The Company evaluated the license agreement and did notassign any value to the use of this logo and name based on the fact that it was a brand new logo, created shortly prior to theNPP and never used in the market place, and for which the Company does not have exclusive use. The revenue and net income relating to the Predecessor operations acquired since their acquisition date to March31, 2014 included in the consolidated statement of operations for the period ended March 31, 2014 amount to $29,633,700and $3,152,335, respectively. Pro forma Information (unaudited) The following table summarizes total net revenues and net income of the Company, had the acquisition of thePredecessor operations occurred on April 1, 2013: For the year ended $ in 000’s March 31, 2014 Net revenues $45,017 Net income $6,613 The combined results in the table above have been prepared for comparative purposes only and include acquisitionrelated adjustments for depreciation, interest charges and management fees. The combined results do not purport to beindicative of the results of operations which would have resulted had the acquisition been effected at the beginning of theapplicable period noted above, or the future results of operations of the combined entity. 5. Inventories Our inventories by type were as follows: March 31, 2016 March 31, 2015 Lubricants$1,612,354 $737,502 Victualing 494,098 132,017 Bonded stores 103,446 35,399 Communication cards 78,175 24,417 Bunkers — 2,446,424 Total$2,288,073 $3,375,759 F-17 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents6. Vessels, Net Accumulated Cost depreciation Net book Value Balance, April 1, 2015 $201,390,135 $(6,555,269) $194,834,866 Vessels delivered 240,415,534 — 240,415,534 Impairment (2,625,000) 1,193,182 (1,431,818) Depreciation — (13,842,529) (13,842,529) Balance, March 31, 2015 439,180,669 (19,204,616) 419,976,053 Vessels delivered 1,292,872,267 — 1,292,872,267 Other additions 195,272 — 195,272 Disposals (4,268,279) 429,214 (3,839,065) Depreciation — (41,980,051) (41,980,051) Balance, March 31, 2016 $1,727,979,929 $(60,755,453) $1,667,224,476 (1)We recognized no impairment losses for the year ended March 31, 2016, and a non-cash impairment loss of $1.4 million for the year endedMarch 31, 2015. We prepared future undiscounted cash flows for the PGC vessel as there were indicators of impairment for this size vessel,which provided evidence that the book value was not recoverable. Vessels delivered represent amounts transferred from Vessels under Construction relating to the cost of our ECOVLGCs delivered to us between July 2014 and February 2016. Vessels with a total carrying value of $1,667.2 million as of March 31, 2016 are first‑priority mortgaged as collateralfor our loan facilities (refer to Note 11 below). As of March 31, 2015, vessels with a total carrying value of $416.0 millionwere first priority mortgaged as collateral for our loan facilities. 7. Vessels Under Construction Balance, April 1, 2015 $323,206,206 Installment payments to shipyards 300,866,261 Other capitalized expenditures 11,016,951 Capitalized interest 3,501,620 Vessels delivered (transferred to Vessels) (240,415,534) Balance, March 31, 2015 398,175,504 Installment payments to shipyards 867,187,966 Other capitalized expenditures 22,699,783 Capitalized interest 4,809,014 Vessels delivered (transferred to Vessels) (1,292,872,267) Balance, March 31, 2016 $ — Other capitalized expenditures for the year ended March 31, 2016 represent LPG coolant of $5.0 million, fees paidto third party vendors of $17.3 million and $0.4 million of employee-related costs for supervision fees and other newbuildingpre-delivery costs including engineering and technical support, liaising with the shipyard, and ensuring key suppliers areintegrated into the production planning process. Other capitalized expenditures for the year ended March 31, 2015 representLPG coolant of $1.4 million, fees paid to our Manager of $0.9 million and to third party vendors of $8.6 million and $0.1million of employee-related costs for supervision fees and other newbuilding pre‑delivery costs including engineering andtechnical support, liaising with the shipyard, and ensuring key suppliers are integrated into the production planning process. F-18 (1)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents8. Other Fixed Assets, Net Other fixed assets of $591,288 and $464,889 as of March 31, 2016 and March 31, 2015, respectively, representleasehold improvements, software and furniture and fixtures at cost. Accumulated depreciation on other fixed assets net was$279,651 as of March 31, 2016 and $46,402 as of March 31, 2015. 9. Deferred Charges, Net The analysis and movement of deferred charges is presented in the table below: Financing Drydocking Equity Total deferred costs costs offering costs charges, net Balance, April 1, 2014 $716,040 $535,291 $1,304,343 $2,555,674 Additions 13,411,075 323,623 760,680 14,495,378 Amortization (830,899) (189,209) — (1,020,108) Transferred to APIC — — (2,065,023) (2,065,023) Balance, March 31, 2015 13,296,216 669,705 — 13,965,921 Additions 12,951,085 — — 12,951,085 Amortization (2,499,185) (374,770) — (2,873,955) Balance, March 31, 2016 $23,748,116 $294,935 $ — $24,043,051 The drydocking costs incurred during the year ended March 31, 2015 relate to the drydocking for Grendon. Financing costs incurred during the year ended March 31, 2016 and 2015 relate to the 2015 Debt Facility as furtherdescribed in Note 11. Offering costs related to our IPO were transferred to additional paid in capital (“APIC”) on completion of our IPO onMay 13, 2014. 10. Accrued Expenses Accrued expenses comprised of the following: March 31, 2016 March 31, 2015 Accrued employee-related costs$4,231,542 $546,095 Accrued professional services 1,676,880 1,282,639 Accrued loan and swap interest 1,664,002 1,619,897 Accrued voyage and vessel operating expenses 1,644,557 1,406,023 Accrued board of directors' stock-based compensation and fees 492,652 — Other 11,844 88,048 Accrued financing costs — 705,000 Total$9,721,477 $5,647,702 11. Long‑Term Debt Description of our Debt Obligations 2015 Debt Facility In March 2015, we entered into a $758 million debt financing facility (the “2015 Debt Facility”) with four separatetranches. Commercial debt financing (“Commercial Financing”) of $249 million is being provided by ABN AMRO CapitalUSA LLC (“ABN”); ING Bank N.V., London Branch, ("ING"); DVB Bank S.E. ("DVB"); Citibank (“Citi”); andCommonwealth Bank of Australia, New York Branch, ("CBA"), (collectively the "Commercial Lenders"), while the ExportImport Bank of Korea ("KEXIM") is directly providing $204 million of financing (“KEXIM Direct Financing”). Theremaining $305 million of financing is being provided under tranches guaranteed by KEXIM of $202 millionF-19 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents(“KEXIM Guaranteed”) and insured by the Korea Trade Insurance Corporation ("K-sure") of $103 million (“K-sure Insured”).Financing under the KEXIM guaranteed and K-sure insured tranches are provided by certain Commercial Lenders; DeutscheBank AG; and Santander Bank, N.A. The debt financing is secured by, among other things, eighteen of the Company's ECOVLGCs, and represents a loan-to-contract cost ratio before fees of approximately 55%. The 2015 Debt Facility contains various covenants providing for, among other things, maintenance of certainfinancial ratios and certain limitations on payment of dividends, investments, acquisitions and indebtedness. A commitmentfee was payable on the average daily unused amount under the 2015 Debt Facility of 40% of the margin on each tranche.Additionally, we incurred approximately $13.0 million and $13.4 million of debt issuance costs associated with the 2015Debt Facility for the years ended March 31, 2016 and 2015, respectively, which have been deferred and are amortized overthe life of the agreement and are included as part of interest expense. Certain terms of the borrowings under each tranche ofthe 2015 Debt Facility are as follows: Interest Rate at Term Interest Rate Description March 31, 2016 Tranche 1 Commercial Financing 7years London InterBank Offered Rate (“LIBOR”)plus a margin 3.38%Tranche 2 KEXIM Direct Financing 12years LIBOR plus a margin of 2.45% 3.08%Tranche 3 KEXIM Guaranteed 12years LIBOR plus a margin of 1.40% 2.03%Tranche 4 K-sure Insured 12years LIBOR plus a margin of 1.50% 2.13% (1)The interest rate of the 2015 Debt Facility on Tranche 1 is determined in accordance with the agreement as three or six month LIBOR plusthe applicable margin and the interest rate on Tranches 2, 3 and 4 is determined in accordance with the agreement as three month LIBORplus the applicable margin for the respective tranches. (2)The set LIBOR rate in effect as of March 31, 2016 was 0.63%. (3)The KEXIM Direct Financing, KEXIM Guaranteed, and K-Sure tranches have put options to call for the prepayment on the final paymentdate of the Commercial Financing tranche subject to specific notifications and commitments for refinancing/renewal of the CommercialFinancing tranche. (4)The Commercial Financing tranche margin over LIBOR is 2.75% and is reduced to 2.50% if 50% or more but less than 75% of the vesselsfinanced in the 2015 Debt Facility are employed under time charters as defined in the agreement and to 2.25% if 75% or more of the vesselsfinanced in the 2015 Debt Facility are employed under time charters as defined in the agreement. As of March 31, 2016, the set margin was2.75%. The 2015 Debt Facility is secured by, among other things, (i) first priority Bahamian mortgages on the vesselsfinanced; (ii) first priority assignments of all of the financed vessels’ insurances, earnings, requisition compensation, andmanagement agreements; (iii) first priority security interests in respect of all issued shares or limited liability companyinterests of the borrowers and vessel-owning guarantors; (iv) first priority charter assignments of all of the financed vessels’long term charters; (v) assignments of the interests of any ship manager in the insurances of the financed vessels; (vi) anassignment by the borrower of any bank, deposit or certificate of deposit opened in accordance with the facility; and (vii) aguaranty by the Company guaranteeing the obligations of the borrower and other guarantors under the facility agreement.The 2015 Debt Facility further provides that the facility is to be secured by assignments of the borrower’s rights under anyhedging contracts in connection with the facility but such assignments have not been entered into at this time. During the year ended March 31, 2016, we made drawdowns of $676.8 million, including $9.6 million to payguarantee and insurance fees, under the 2015 Debt Facility, which was secured by eighteen ECO VLGCs delivered duringthat period and was comprised of four separate tranches. As of March 31, 2016, the 2015 Debt Facility was fully drawn. Royal Bank of Scotland plc. (“RBS”) secured bank debtAs discussed in Note 1 to the consolidated financial statements, the Company assumed the debt obligationsassociated with the financing of the vessels that were acquired through the acquisition of CMNL, CJNP and CNML. The priorloan arrangements associated with those vessels required approval from the lenders to sell the vessels and agreement from thelenders to transfer the borrowings to another party. As a consequence, the Company and the lender negotiated new borrowingterms in connection with this transaction. The new terms are described below. The total borrowings outstanding immediatelyprior to the debt modification and immediately after remained the same. F-20 (1)(2)(4)(3)(3)(3)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsCMNL, CJNP, CNML and Corsair as joint and several borrowers (Borrowers), and Dorian LPG Ltd. as parentguarantor entered into a loan facility of $135,224,500 (the “RBS Loan Facility”), which replaced the prior borrowingarrangements of the Predecessor. The RBS Loan Facility is divided into three tranches. Tranche A of $47.6 million,Tranche B of $34.5 million and Tranche C of up to $53.1 million and is associated with each of the Captain John NP, Captain Markos NL and the Captain Nicholas ML, respectively. Tranche A is payable in twelve equal semi‑annual installments each in the amount of $1,700,000 that commencedon September 24, 2013 plus a balloon of $27,200,000 payable concurrently with the last installment on March 24, 2019. Tranche B is payable in eleven equal semi‑annual installments each in the amount of $1,278,500 that commencedon November 17, 2013 plus a balloon of $20,456,000 payable concurrently with the last installment on November 17, 2018. Tranche C is payable in fourteen equal semi‑annual installments each in the amount of $1,827,500 that commencedon January 21, 2014 plus a balloon of $27,520,000 payable concurrently with the last installment July 21, 2020. The interest rate on the RBS Loan Facility increased in accordance with the loan agreement from LIBOR plus amargin of 1.5% per annum to LIBOR plus a margin of 2.0% per annum on September 26, 2014, concurrent with the deliveryof the Corsair and to 2.5% on September 26, 2015 until maturity. In the event of non‑compliance the Borrowers will berequired within one month of being notified in writing by the lender to make such prepayment. In the event the lender agreesto release Corsair or another borrower approved by the lender from joint and several liabilities under the agreement, theminimum market adjusted security cover is adjusted to 175% and the margin will be increased to 2.75%. The RBS Loan Facility provides that it be secured by, among other things, (i) first priority mortgages on the vesselsfinanced; (ii) first assignments of all freights, earnings and insurances; (iii) first assignment of any borrowers’ rights andinterests in any hedging agreement in connection with the facility; and (iv) assignment of any approved charter in respect ofany financed vessel. The 2015 Debt Facility and RBS Loan Facility also contain customary covenants that require us to maintainadequate insurance coverage, properly maintain the vessels and to obtain the lender’s prior consent before changes are madeto the flag, class or management of the vessels, or enter into a new line of business. The loan facilities include customaryevents of default, including those relating to a failure to pay principal or interest, a breach of covenant, representation andwarranty, a cross-default to other indebtedness and non-compliance with security documents, and customary restrictions frompaying dividends if an event of default has occurred and is continuing, or if an event of default would result therefrom. Debt Covenants: The following financial covenants are the most restrictive from the 2015 Debt Facility and theRBS Loan Facility with which the Company is required to comply, calculated on a consolidated basis, determined anddefined according to the provisions of the loan agreement: 2015 Debt Facility Covenants ·The ratio of current assets divided by current liabilities shall always be greater than 1.00; ·Maintain minimum stockholder’s equity at all times equal to the aggregate of (i) $400,000,000, (ii) 50% ofany new equity raised after loan agreement date and (iii) 25% of the positive net income for theimmediately preceding financial year; ·Minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense must bemaintained (i) greater than or equal to: 1.00 for the 12-month period starting in the calendar quarterfollowing the one in which delivery of the first ship occurs, (ii) 1.50 in the subsequent year, (iii) 2.00 in thethird year following the initial period, and (iv) 2.50 thereafter; F-21 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents·The ratio of consolidated net debt to consolidated total capitalization shall not exceed 0.60 to 1.00; ·Liquidity reserve minimum must be the higher of (a) the aggregate of (i) $25 million and (ii) $1,100,000 forevery vessel delivered and financed by the 2015 Debt Facility and (b) 5% of the consolidated interestbearing debt outstanding of the Company; ·Fair market value of the mortgaged ships plus any additional security shall be at least 135% of theoutstanding loan balance; RBS Loan Facility Covenants ·The ratio of cash flow from operations before interest and finance costs to cash debt service costs shall notbe less than 1:1; ·Minimum shareholders' equity, as adjusted for any reduction in vessel fair market value, shall not be lessthan $85 million; ·Minimum cash balance of $10 million at the end of each quarter and minimum cash balances of $1.5million per mortgaged vessel in a pledged account with the lender at all times; ·The ratio of Total Debt to Shareholders Funds shall not exceed 150% at all times; ·The ratio of the aggregate market value of the vessels securing the loan to the principal amount outstandingunder such loan, plus 100% of the related swap exposure, at all times shall be in excess of 125%; and ·No dividends shall be paid in excess of free cash flow if an event of default is occurring. The RBS Loan Facility further (i) requires that the existing shareholders at the date of the agreement maintain theirownership of our common shares at a minimum level of 15% of our issued share capital, subject to downward adjustment forany future equity issuances by us, (ii) provides that the ownership of more than one‑third of our common shares by anyshareholder other than the existing shareholders at the date of the agreement is an event of default and/or permits the lenderto accelerate the indebtedness, (iii) permits the lender to accelerate the indebtedness if at any time the existing shareholdersat the date of the agreement do not maintain a representative on our board of directors or any other of our managementcommittees; (iv) requires the lender's approval prior to chartering for a period of greater than one year any of the vesselssecuring the loan, subject to certain conditions; and (v) restricts our subsidiaries, which own the vessels securing the loan,from paying any dividends, however, the loan facility permits the borrowers to make expenditures to fund our administrationand operations. Similarly, the 2015 Debt Facility permits the lenders to accelerate the indebtedness if, without the prior writtenconsent of the lenders, (i) one-third of our common shares are owned by any shareholder other than certain entities, directorsor officers listed in the agreement; (ii) there are certain changes to our board of directors; or (iii) Mr. John Hadjipateras ceasesto serve on our board of directors. We were in compliance with the financial covenants as of March 31, 2016. F-22 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsDebt Obligations The table below presents our debt obligations: RBS secured bank debt March 31, 2016 March 31, 2015 Tranche A $37,400,000 $40,800,000 Tranche B 28,127,000 30,684,000 Tranche C 43,967,500 47,622,500 Total $109,494,500 $119,106,500 2015 Debt Facility Commercial Financing $241,442,384 $26,695,381 KEXIM Direct Financing 194,827,596 21,890,212 KEXIM Guaranteed 192,736,763 21,655,293 K-sure Insured 97,867,129 10,996,041 Total 726,873,872 81,236,927 Total debt obligations $836,368,372 $200,343,427 Presented as follows: Current portion of long-term debt $66,265,643 $15,677,553 Long-term debt—net of current portion 770,102,729 184,665,874 Total $836,368,372 $200,343,427 Future Cash Payments for Debt The minimum annual principal payments, in accordance with the loan agreements, required to be made afterMarch 31, 2016 are as follows: Year ending March 31: 2017$66,265,643 2018 65,978,785 2019 113,634,786 2020 60,021,785 2021 85,714,286 Thereafter 444,753,087 Total$836,368,372 12. Common Stock Under the articles of incorporation effective July 1, 2013, the Company’s authorized capital stock consists of500,000,000 registered shares, par value $.01 per share, of which 450,000,000 are designated as common share and50,000,000 shares are designated as preferred shares. On July 29, 2013, the Company issued the following shares: ·9,310,054 common shares on completion of its NPP, at NOK75.00 per share, equivalent to USD12.66 pershare based on the exchange rate on July 29, 2013 ·4,667,135 common shares to Dorian Holdings (refer to Note 4) ·4,667,135 common shares to SeaDor Holdings LLC (refer to Note 3) F-23 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsThe fair value of the shares issued to Dorian and SeaDor was determined by the Company to be NOK75 (orUSD12.66) per share based on the issue price of the NPP. On November 26, 2013, the Company issued the following shares: ·16,081,081 common shares on completion of a second Private Placement in Norway (“NPP2”), atNOK92.50 per share, equivalent to USD15.16 per share based on the exchange rate on November 26, 2013 ·7,990,425 common shares to Scorpio Tankers Inc. (refer to Note 3) On February 12, 2014, the Company issued the following shares: ·5,649,200 common shares on completion of a third Private Placement in Norway (“NPP3”), at NOK110.00per share, equivalent to USD17.92 per share based on the exchange rate on February 12, 2014 Each holder of common shares is entitled to one vote on all matters submitted to a vote of shareholders. Subject topreferences that may be applicable to any outstanding shares of preferred stock, holders of common shares are entitled toshare equally in any dividends, which the Company’s board of directors may declare from time to time, out of funds legallyavailable for dividends. Upon dissolution, liquidation or winding‑up, the holders of common shares will be entitled to shareequally in all assets remaining after the payment of any liabilities and the liquidation preferences on any outstandingpreferred stock. Holders of common shares do not have conversion, redemption or pre‑emptive rights. On April 25, 2014 the Company completed a one-for-five reverse stock split and reduced the number of theCompany’s issued and outstanding common shares and affected all issued and outstanding common shares, outstandingimmediately prior to the effectiveness of the reverse stock split. The number of the Company’s authorized common shareswas not affected by the reverse split and the par value of our common shares remained unchanged at $0.01 per share. Thereverse stock split reduced the number of the Company’s common shares outstanding at March 31, 2014 from 241,825,149 to48,365,011 after the cancellation of 19 fractional shares. No fractional shares were issued in connection with the reversestock split. Shareholders who otherwise held a fractional share of the Company’s common stock as a result of the reversestock split received a cash payment in lieu of such fractional share. All amounts related to number of shares and per shareamounts have been retroactively restated. On April 25, 2014, we completed a private placement of 1,412,698 common shares with a strategic investor at aprice of NOK 110.00 or USD 18.40 based upon the exchange rate on April 24, 2014, which represents approximately$26.0 million in gross proceeds not including closing fees. On May 13, 2014, we completed an initial public offering of 7,105,263 common shares on the New York StockExchange at a price of $19.00 per share, or $135.0 million in gross proceeds not including underwriting fees or closing costs.The shares began trading on the New York Stock Exchange on May 8, 2014 under the ticker symbol “LPG”. On May 22, 2014, we completed the issuance of 245,521 common shares related to the overallotment exercise bythe underwriters of our initial public offering at a price of $19.00 per share, or $4.7 million in gross proceeds not includingunderwriting fees or closing costs. On June 25, 2014, we completed the exchange offer of unregistered common shares that we previously issued in ourprior equity private placements, other than the common shares owned by our affiliates, for 15,528,507 common shares thathave been registered under the Securities Act of 1933, as amended, the complete terms and conditions of which were set forthin a prospectus dated May 8, 2014 and the related letter of transmittal. In June 2014, we granted 655,000 shares of restricted stock to certain of our officers and, in March 2015, we granted274,000 shares of restricted stock to certain of our employees and non-employee consultants (see Note 13 for furtherdiscussion regarding stock-based compensation).F-24 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents In August 2015, we established a stock repurchase program authorizing the repurchase of up to $100.0 million ofour common stock. As of March 31, 2016, we repurchased a total of 1,932,465 shares of our common stock for approximately$20.9 million under this program, resulting in $79.1 million of available authorization remaining. Purchases may be made atour discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated sharerepurchase programs or a combination of these methods. The actual timing and amount of our repurchases will depend onCompany and market conditions. 13. Stock-Based Compensation Plans In April 2014, we adopted an equity incentive plan, which we refer to as the Equity Incentive Plan, under which weexpect that directors, officers, and employees (including any prospective officer or employee) of the Company and itssubsidiaries and affiliates, and consultants and service providers to (including persons who are employed by or provideservices to any entity that is itself a consultant or service provider to) the Company and its subsidiaries and affiliates, as wellas entities wholly‑owned or generally exclusively controlled by such persons, may be eligible to receive non‑qualifiedstock options, stock appreciation rights, stock awards, restricted stock units and performance compensation awards that theplan administrator determines are consistent with the purposes of the plan and the interests of the Company. We havereserved 2,850,000 of our common shares for issuance under the Equity Incentive Plan, subject to adjustment for changes incapitalization as provided in the Equity Incentive Plan in April 2014. The plan is administered by our compensationcommittee. In June 2014, we granted 655,000 shares of restricted stock to certain of our officers and, in March 2015, wegranted 274,000 shares of restricted stock to certain of our employees and non-employee consultants. One-third of theserestricted shares vest three years after grant date, one-third vest four years after grant date, and one-third vest five years aftergrant date. The restricted shares were valued at their fair market value on their grant date and are expensed on a straight-linebasis over five years. Our stock-based compensation expense was $4.1 million (including accrued stock-based compensationof $0.5 million for our board of directors) and $2.3 million for the years ended March 31, 2016 and 2015, respectively, and isincluded within general and administrative expenses in our accompanying consolidated statements of operations. There wasno stock-based compensation expense for the period of July 1, 2013 through March 31, 2014. Unrecognized compensationcost as of March 31, 2016 was $12.2 million and will be recognized over the remaining weighted average life of 3.45 years. A summary of the activity of our restricted shares as of March 31, 2016 and 2015 changes during the year endedMarch 31, 2016 and 2015, are as follows: Weighted-Average Grant-Date Restricted Share Awards Numbers of Shares Fair Value Unvested as of April 1, 2014 — $ — Granted 929,000 19.70 Unvested as of March 31, 2015 929,000 19.70 Granted — — Unvested as of March 31, 2016 929,000 $19.70 F-25 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents14. Revenues Revenues comprise the following: Year ended Year ended July 1, 2013 (inception) March 31, 2016 March 31, 2015 to March 31, 2014Net pool revenues—related party $202,918,232 $ — $ —Voyage charter revenues 46,194,134 77,331,934 11,210,785Time charter revenues 38,737,172 26,098,290 17,602,137Other revenues 1,358,291 698,925 820,778Total $289,207,829 $104,129,149 $29,633,700 Time charter revenue included a profit-sharing element of the time charter agreements of $7.8 million and $6.1million for the year ended March 31, 2015 and the period ended March 31, 2014, respectively. There was no profit-sharingelement of the time charter agreements for the year ended March 31, 2016. Other revenue represents income from charterersrelating to reimbursement of expenses such as costs for security guards and war risk insurance. 15. Voyage Expenses Voyage expenses comprise the following: Year ended Year ended July 1, 2013 (inception) March 31, 2016 March 31, 2015 to March 31, 2014 Bunkers $7,240,544 $15,678,905 $5,271,126 Port charges and other related expenses 2,558,697 3,603,707 552,634 Brokers’ commissions 1,335,584 1,703,589 386,244 Security cost 370,762 709,035 298,820 War risk insurances 219,261 146,320 37,001 Other voyage expenses 339,834 240,300 125,146 Total $12,064,682 $22,081,856 $6,670,971 16. Vessel Operating Expenses Vessel operating expenses comprise the following: Year ended Year ended July 1, 2013 (inception) March 31, 2016 March 31, 2015 March 31, 2014 Crew wages and related costs $31,449,090 $14,529,018 $5,306,441 Spares and stores 6,403,785 2,666,100 1,395,287 Insurance 3,527,386 1,343,071 566,021 Lubricants 2,489,494 964,951 480,279 Repairs and maintenance costs 2,076,576 1,315,028 502,424 Miscellaneous expenses 1,173,659 437,997 144,507 Total $47,119,990 $21,256,165 $8,394,959 F-26 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents17. Interest and Finance Costs Interest and finance costs is comprised of the following: Year ended Year ended July 1, 2013 (inception) March 31, 2016 March 31, 2015 to March 31, 2014 Interest incurred $14,350,900 $2,657,943 $1,666,159 Amortization of financing costs 2,499,185 830,899 800,806 Other financing costs 715,942 301,868 84,251 Capitalized interest (4,809,014) (3,501,620) (972,010) Total $12,757,013 $289,090 $1,579,206 18. Income Taxes The Company and its vessel-owning subsidiaries are incorporated in the Marshall Islands and under the laws of theMarshall Islands, are not subject to tax on income or capital gains and no Marshall Islands withholding tax will be imposedon dividends paid by the Company to its shareholders. The Company is also subject to United States federal income taxationin respect of income that is derived from the international operation of ships and the performance of services directly relatedthereto attributable to the transport of cargo to or from the United States (“Shipping Income”), unless exempt from UnitedStates federal income taxation. If the Company does not qualify for the exemption from tax under Section 883, of the Internal Revenue Code of1986, as amended, the Company and its subsidiaries will be subject to a 4% tax on its “U.S. source shipping income,”imposed without the allowance for any deductions. For these purposes, “U.S. source shipping income” means 50% of theShipping Income derived by the Company and its subsidiaries that is attributable to transportation that begins or ends, butthat does not both begin and end, in the United States. For our first fiscal year ended March 31, 2014, we do not believe that we were able to qualify for exemption underSection 883 and as a consequence, our gross U.S. source shipping income is subject to a 4% gross basis tax (withoutallowance for deductions) equal to $39,266 and is included in Voyage expenses in the consolidated statement of operations. For our fiscal years ended March 31, 2016 and 2015, we believe that we will qualify for exemption underSection 883 and as a consequence, our gross U.S. source shipping income will not be subject to a 4% gross basis tax. 19. Commitments and Contingencies Commitments under Operating Leases We had the following commitments as a lessee under operating leases relating to our United States, Greece andUnited Kingdom offices: March 31, 2016 Less than one year $382,194 One to three years 462,543 Three to five years 31,463 Total $876,200 F-27 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsFixed Time Charter Commitments We had the following future minimum fixed time charter hire receipts based on non-cancelable long-term fixed timecharter contracts: March 31, 2016Less than one year $53,053,113One to three years 85,001,227Three to five years 27,531,365Total $165,585,705 Other From time to time we expect to be subject to legal proceedings and claims in the ordinary course of business,principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in theexpenditure of significant financial and managerial resources. We are not aware of any claim, which is reasonably possibleand should be disclosed or probable and for which a provision should be established in the accompanying consolidatedfinancial statements. 20. Financial Instruments and Fair Value Disclosures Our principal financial assets consist of cash and cash equivalents, amounts due from related parties and tradeaccounts receivable. Our principal financial liabilities consist of long-term bank loan, interest rate swaps, accounts payable,amounts due to related parties and accrued liabilities. (a)Concentration of credit risk: Financial instruments, which may subject us to significant concentrations of creditrisk, consist principally of amounts due from our charterers, including the receivable from Helios Pool, and cash andcash equivalents. We limit our credit risk with amounts due from our charterers, including those through the HeliosPool, by performing ongoing credit evaluations of our charterers’ financial condition and generally do not requirecollateral from our charterers. We limit our credit risk with our cash and cash equivalents by placing it with highly-rated financial institutions. (b)Interest rate risk: Our long‑term bank loans are based on LIBOR and hence we are exposed to movements thereto.We entered into interest rate swap agreements in order to hedge a majority of our variable interest rate exposurerelated to the RBS Loan Facility and our 2015 Debt Facility. The principal terms of the interest rate swaps are as follows: Transaction Termination Fixed Nominal value Nominal value Interest rate swap Date Date interest rate March 31, 2016 March 31, 2015 RBS - CMNL July 2013 Nov 2018 5.395% 20,456,000 20,456,000 RBS - CMNL July 2013 Nov 2018 4.936% 7,671,000 10,228,000 RBS - CJNP July 2013 March 2019 4.772% 27,979,875 30,523,500 RBS - CJNP July 2013 March 2019 2.960% 9,420,125 10,276,500 RBS - CNML July 2013 July 2020 4.350% 43,000,000 46,440,000 2015 Debt Facility - Citibank September2015 March 2022 1.933% 200,000,000 — 2015 Debt Facility - ING September2015 March 2022 2.000% 50,000,000 — 2015 Debt Facility - CBA October 2015 March 2022 1.430% 82,550,000 — 2015 Debt Facility - Citibank October 2015 March 2022 1.380% 123,825,000 — 564,902,000 117,924,000 (1)Reduces semi-annually by $1.3 million with a final settlement of $21.7 million due in November 2018.(2)Reduces semi-annually by $1.7 million with final settlement of $28.9 million due in March 2019.(3)Reduces semi-annually by $1.7 million with a final settlement of $27.5 million due in July 2020.(4)Non-amortizing with a final settlement of $200 million in March 2022.F-28 (1)(8)(1)(8)(2)(8)(2)(8)(3)(8)(4)(5)(6)(7)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents(5)Non-amortizing with a final settlement of $50 million in March 2022.(6)Reduces quarterly by $2.8 million with a final settlement of $17.9 million due in March 2022.(7)Reduces quarterly by $4.2 million with a final settlement of $26.9 million due in March 2022.(8)RBS swaps assumed from Predecessor Businesses in July 2013 (c) Fair Value Measurements: Fair Value on a Recurring Basis: Interest rate swaps are stated at fair value, which is determined using a discountedcash flow approach based on market‑based LIBOR swap yield rates. LIBOR swap rates are observable at commonlyquoted intervals for the full terms of the swaps and therefore are considered Level 2 items in accordance with the fairvalue hierarchy. The fair value of the interest rate swap agreements approximates the amount that we would have topay for the early termination of the agreements. The following table summarizes the location on the balance sheet of the financial assets and liabilities that arecarried at fair value on a recurring basis, which comprise our financial derivatives all of which are considered Level2 items in accordance with the fair value hierarchy: March 31, 2016 March 31, 2015 Other non-currentassets Long-term liabilities Other non-currentassets Long-term liabilities Derivatives not designated as hedging instruments Derivative instruments Derivative instruments Derivative instruments Derivative instruments Interest rate swap agreements $ — $21,647,965 $ — $12,730,462 The effect of derivative instruments within the consolidated statement of operations for the periods presented is asfollows: July 1, 2013 Year ended Year ended (inception) Derivatives not designated as hedging instruments Location of gain/(loss)recognized March 31, 2016 March 31, 2015 to March 31, 2014 Interest Rate Swap—Change in fair value Gain/(loss) on derivatives,net $(8,917,503) $1,331,954 $2,623,456 Interest Rate Swap—Realized loss Gain/(loss) on derivatives,net (6,858,126) (5,291,157) (3,727,457) Gain/(loss) on derivatives, net $(15,775,629) $(3,959,203) $(1,104,001) As of March 31, 2016 and March 31, 2015, no fair value measurements for assets or liabilities under Level 1 orLevel 3 were recognized in the accompanying consolidated balance sheets. We did not have any other assets orliabilities measured at fair value on a non-recurring basis during the year ended March 31, 2016 or during the yearended March 31, 2015. Fair value on a non-recurring basis: As of March 31, 2016 and March 31, 2015, we reviewed the carrying amountand the estimated recoverable amount for each of our vessels. The review for the year ended March 31, 2015indicated that the carrying amount was not recoverable for our PGC vessel. The fair value is considered a Level 2item in the fair value hierarchy and is based on our best estimate of the value of the vessel, which is supported byindependent vessel appraisals. We recognized an impairment loss of $1.4 million during the year endedMarch 31, 2015 as further described in Note 6 to the consolidated financial statements. No impairment loss wasincurred for the year ended March 31, 2016. We did not have any other assets or liabilities measured at fair value on a non-recurring basis during the year endedMarch 31, 2016 or during the year ended March 31, 2015. (d)Book values and fair values of financial instruments. In addition to the derivatives that we are required to recordat fair value on our balance sheet (see (c) above), we have other financial instruments that are carried at historicalcost. These financial instruments include trade accounts receivable, amounts due from related parties, cash and cashequivalents, accounts payable, amounts due to related parties and accrued liabilities for which the historicalcarrying value approximates the fair value due to the short‑term nature of these financial instruments. We also havelong term bank debt for which we believe the historical carrying value approximates their fair value as the loansbear interest at variable interest rates, being LIBOR, which is observable at commonly quotedF-29 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsintervals for the full terms of the loans, and hence are considered as Level 2 items in accordance with the fair valuehierarchy. Cash and cash equivalents and restricted cash are considered Level 1 items. 21. Retirement Plans Defined Contribution Plan United States-based employees participate in our 401(k) retirement plan and may contribute a portion of theirannual compensation to a 401(k) plan on a pre-tax basis, in accordance with Internal Revenue Service guidelines. On behalfof all participants in the plan, we provide a safe harbor contribution subject to certain limitations. Employee contributionsand our safe harbor contributions are vested at all times. We recognized and paid compensation expense associated with thesafe harbor contributions totaling $0.1 million and $0.1 million for the years ended March 31, 2016 and 2015, respectively.There was no compensation expense associated with the safe harbor contributions for the period ended March 31, 2014 as theplan was initiated during the year ended March 31, 2015 coinciding with the transfer of management services from theManager to our wholly owned subsidiaries, as described in Note 3. Defined Benefit Plan Our Greece-based employees have a statutory required defined benefit pension plan according to provisions ofGreek law 2112/20 covering all eligible employees (the “Greece Plan”). We recognized compensation expense and recordeda corresponding liability associated with our projected benefit obligation to the Greece Plan totaling $0.2 million and $0.3million for the years ended March 31, 2016 and 2015, respectively, and no compensation expense for the period endedMarch 31, 2014. Other We contribute to retirement accounts for certain United Kingdom-based employees based on a percentage of theirannual salaries. For the years ended March 31, 2016 and 2015, we recognized compensation expense of $0.1 million and$0.1 million, respectively, related to these contributions. There was no compensation expense associated with thesecontributions for the period ended March 31, 2014. 22. Shareholder Rights Plan On December 21, 2015, our Board of Directors declared a dividend of one preferred share purchase right (a "Right")for each share of our common stock outstanding on December 31, 2015. Each Right is attached to and trades with theassociated share of common stock. The Rights will become exercisable only if a person or group has acquired 15% or moreof our outstanding common stock or announces a tender offer or exchange offer which, if consummated, would result inownership by a person or group of 15% or more of our outstanding common stock (an "Acquiring Person"). If a personbecomes an Acquiring Person, each Right will entitle its holder (other than an Acquiring Person and certain related parties) topurchase for $60 a number of shares of our common stock having a market value of twice such price. In addition, at any timeafter a person or group acquires 15% or more of our outstanding common stock (unless such person or group acquires 50% ormore), our Board of Directors may exchange one share of our common stock for each outstanding Right (other than Rightsowned by the Acquiring Person and certain related parties, which would have become void). Any person who, prior to thetime of public announcement of the existence of the Rights, beneficially owned 15% or more of our outstanding commonstock is not considered to be an Acquiring Person so long as such person does not acquire additional shares in excess ofcertain limitations. The Rights will expire on December 20, 2018; provided that if our shareholders have not ratified the shareholderrights plan by December 20, 2016, the shareholder rights plan will expire on December 20, 2016. 23. Earnings Per Share (“EPS”) Basic EPS represents net income attributable to common shareholders divided by the weighted average number ofcommon shares outstanding during the measurement period. Our restricted stock shares include rights to receiveF-30 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsdividends that are subject to the risk of forfeiture if service requirements are not satisfied, thus these shares are not consideredparticipating securities and are excluded from the basic weighted-average shares outstanding calculation. Diluted EPSrepresent net income attributable to common shareholders divided by the weighted average number of common sharesoutstanding during the measurement period while also giving effect to all potentially dilutive common shares that wereoutstanding during the period. The calculations of basic and diluted EPS for the periods presented were as follows: Year ended Year ended July 1, 2013 (inception) (In U.S. dollars except share data) March 31, 2016 March 31, 2015 March 31, 2014 Numerator: Net income $129,688,382 $25,260,782 $2,833,843 Denominator: Basic weighted average number of common shares outstanding 56,657,570 56,183,707 32,075,897 Effect of dilutive restricted stock 49,524 — — Diluted weighted average number of common shares outstanding 56,707,094 56,183,707 32,075,897 EPS: Basic $2.29 $0.45 $0.09 Diluted $2.29 $0.45 $0.09 For the year ended March 31, 2016, there were 655,000 shares of unvested restricted stock excluded from thecalculation of diluted EPS because the effect of their inclusion would be anti-dilutive. There were no shares of unvestedrestricted stock excluded from the calculation of diluted EPS for the year ended March 31, 2015 or for the period endedMarch 31, 2014. 24. Selected Quarterly Financial Information (unaudited) The following tables summarize the 2016 and 2015 quarterly results: Three months ended Three months ended Three months ended Three months ended June 30, 2015 September 30, 2015 December 31, 2015 March 31, 2016 Revenues $35,642,460 $74,946,432 $93,283,708 $85,335,229 Operating income 13,571,687 48,743,550 54,011,305 42,088,645 Net income $13,652,883 $41,213,264 $54,661,323 $20,160,912 Earnings per common share, basic and diluted $0.24 $0.72 $0.97 $0.36 Three months ended Three months ended Three months ended Three months ended June 30, 2014 September 30, 2014 December 31, 2014 March 31, 2015 Revenues $15,853,840 $20,358,211 $32,583,990 $35,333,108 Operating income 5,200,271 3,476,450 10,825,590 10,587,098 Net income $3,667,249 $3,768,677 $8,996,605 $8,828,251 Earnings per common share, basic and diluted $0.07 $0.07 $0.16 $0.15 25. Subsequent Events During April and May 2016, we repurchased and held 497,900 common shares as treasury shares for $5.0 million. F-31 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholdersof the Predecessor Businesses of Dorian LPG Ltd: We have audited the accompanying combined statements of operations, owners' equity, and cash flows for the period April 1,2013 to July 28, 2013. The combined financial statements include the accounts of the companies as defined in Note 1 to theCompany's accompanying financial statements (hereinafter collectively referred to as the "Company"). These companies areunder common management. These combined financial statements are the responsibility of the companies' management. Ourresponsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. The companies are not required to have, nor were we engaged toperform, an audit of its internal control over financial reporting. Our audit included consideration of internal control overfinancial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on the effectiveness of the companies' internal control over financial reporting. Accordingly, weexpress no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements, assessing the accounting principles used and significant estimates made by management, as wellas evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion. In our opinion, such combined financial statements present fairly, in all material respects, the combined results of operationsof the Predecessor Businesses of Dorian LPG Ltd. and their combined cash flows for the period April 1, 2013 to July 28,2013, in conformity with accounting principles generally accepted in the United States of America. /s/ Deloitte Hadjipavlou Sofianos & Cambanis S.A.Athens, GreeceJuly 29, 2014F-32 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents Predecessor Businesses of Dorian LPG Ltd.Combined statements of operationsFor the period April 1, 2013 to July 28, 2013(Expressed in United States Dollars) April 1, 2013 to July 28, 2013 Revenues $15,383,116 Expenses Voyage expenses 3,623,872 Voyage expenses—related party 198,360 Vessel operating expenses 4,638,725 Management fees—related party 601,202 Depreciation and amortization 3,955,309 General and administrative expenses 28,204 Total expenses 13,045,672 Operating income 2,337,444 Other income/(expenses) Interest and finance costs (762,815) Interest income 98 Gain on derivatives, net 2,830,205 Foreign currency loss, net (5) Total other income/(expenses), net 2,067,483 Net income $4,404,927 The accompanying notes are an integral part of these combined financial statements.F-33 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsPredecessor Businesses of Dorian LPG Ltd.Combined statements of owners’ equityFor the period April 1, 2013 to July 28, 2013(Expressed in United States Dollars) Owners' Accumulated capital deficit Total Balance, April 1, 2013 $73,880,910 (61,123,120) $12,757,790 Net income for the period — 4,404,927 4,404,927 Balance, July 28, 2013 $73,880,910 $(56,718,193) $17,162,717 The accompanying notes are an integral part of these combined financial statements.F-34 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsPredecessor Businesses of Dorian LPG Ltd.Combined statements of cash flowsFor the period April 1, 2013 to July 28, 2013(Expressed in United States Dollars) April 1, 2013 to July 28, 2013 Cash flows from operating activities: Net income $4,404,927 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,955,309 Amortization of financing costs 15,437 Unrealized (loss) on derivatives (4,684,006) Changes in assets and liabilities: Trade receivables (3,431,789) Prepaid expenses and other receivables 8,646 Due from related parties 853,214 Inventories 415,631 Trade accounts payable 759,262 Accrued expenses and other liabilities (336,312) Due to related parties 2,710,151 Payment for drydocking costs — Net cash from operating activities 4,670,470 Cash flows from investing activities: Payments for vessel improvements (90,492) Net cash used in investing activities (90,492) Cash flows from financing activities: Repayment of long‑term debt (5,606,000) Net cash used in financing activities (5,606,000) Net (decrease) in cash and cash equivalents (1,026,022) Cash and cash equivalents at the beginning of the period 1,041,644 Cash and cash equivalents at the end of the period $15,622 Supplemental disclosure of cash flow information Cash paid during the period for interest $1,002,958 The accompanying notes are an integral part of the combined financial statements.F-35 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsPredecessor Businesses of Dorian LPG Ltd.Notes to combined financial statements(Expressed in United States Dollars) 1. Basis of Presentation and General Information The accompanying combined financial statements include the accounts of entities listed below (collectively, the“Owning Companies” or “Company” or “Predecessor”). The Owning Companies have been presented on a combined basis,as they had common board of directors who functioned as the executive management and made all significant managementdecisions throughout the periods presented. In order to present the track record of this management team the entities arepresented in a single combined set of financial statements. Date of Type of Vessel owning Company incorporation vessel Vessel's name Built CBM Cepheus Transport Ltd. (Cepheus) March 17,2004 VLGC CaptainNicholas ML 2008 82,000 Lyra Gas Transport Ltd (Lyra) January 30,2005 VLGC Captain JohnNP 2007 82,000 Cetus Transport Ltd. (Cetus) January 27,2004 VLGC CaptainMarkos NL 2006 82,000 Orion Tankers Limited (Orion) October 26,2005 PGC Grendon 1996 5,000 (1)Incorporated in Republic of Liberia.(2)CBM: Cubic meters, a standard measure for LPG tanker capacity.(3)Very Large Gas Carrier (“VLGC”), Pressurized Gas Carrier (“PGC”) The Owning Companies are engaged in providing international seaborne transportation services of liquefiedpetroleum gas (LPG) worldwide through the ownership of LPG tankers to LPG producers and users. The Owning Companies’vessels are managed by Dorian (Hellas) S.A.‑Panama (the “Manager”), a related party. The Manager is a companyincorporated in Panama and has a registered branch in Greece, established in 1974 under the provisions of Law 89/1967,378/1968 and article 25 of law 27/75, as amended by article 4 of law 2234/94. The following charterers individually accounted for more than 10% of the Company’s revenues as follows: % of revenue ChartererApril 1, 2013 to July 28, 2013 Statoil Hydro ASA 49% Petredec Ltd. 18% E1Corp. 19% Astomos Energy Corporation 12% 2. Significant Accounting Policies (a)Principles of combination: The accompanying combined financial statements have been prepared in accordance withaccounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts andoperating results of the legal entities comprising the Owning Companies as discussed in Note 1, which were all undercommon management. The combined statements represent an aggregation of the U.S. GAAP financial information of theentities comprising the Owning Companies. All intercompany balances and transactions have been eliminated uponcombination. (b)Use of estimates: The preparation of the Predecessor combined financial statements in conformity with U.S. GAAPrequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Actual results could differ from those estimates. (c)Other comprehensive income/(loss): The Company follows the accounting guidance relating to Comprehensive Income,which requires separate presentation of certain transactions that are recorded directly as components ofF-36 (3)(2)(1)(1)(1)(1)Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentsstockholders’ equity. The Company has no other comprehensive income/(loss) and accordingly, comprehensiveincome/(loss) equals net income/(loss) for the periods presented. (d)Foreign currency translation: The functional currency of the Company is the U.S. Dollar. Each foreign currencytransaction is measured and recorded in the functional currency using the exchange rate in effect at the date of thetransaction. As of the balance sheet date, monetary assets and liabilities that are denominated in a currency other thanthe functional currency are adjusted to reflect the exchange rate at the balance sheet date and any gains or losses areincluded in the combined statement of operations. (e)Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates ofdeposit with an original maturity of three months or less to be cash equivalents. (f)Trade receivables (net): Trade receivables (net), reflect receivables from vessel charters, net of an allowance for doubtfulaccounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes ofdetermining the appropriate provision for doubtful accounts. No allowance for doubtful accounts was recorded for theperiods presented. (g)Inventories: Inventories consist of bunkers on board the vessels when vessels are unemployed or are operating undervoyage charters and lubricants and stores on board the vessels. Inventories are stated at the lower of cost or market. Costis determined by the first in, first out method. (h)Vessels: Vessels are stated at cost, less accumulated depreciation. The cost of the vessels consists of the contract price,less discounts, plus any direct expenses incurred upon acquisition, including improvements, commission paid, deliveryexpenses and other expenditures to prepare the vessel for her initial voyage. The cost of vessels constructed includesfinancing costs incurred during the construction period. Subsequent expenditures for conversions and majorimprovements are also capitalized when they appreciably extend the life, increase the earning capacity or improve theefficiency or safety of the vessels. Repairs and maintenance are expensed as incurred. (i)Impairment of long‑lived assets: The Company reviews their vessels “held and used” for impairment whenever eventsor changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When the estimate offuture undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less thanits carrying amount, the asset is evaluated for an impairment loss. Measurement of the impairment loss is based on thefair value of the asset. In this respect, management regularly reviews the carrying amount of the vessels in connectionwith the estimated recoverable amount for each of the Company’s vessels. (j)Vessel depreciation: Depreciation is computed using the straight‑line method over the estimated useful life of thevessels, after considering the estimated salvage value. Each vessel’s salvage value is equal to the product of itslightweight tonnage and estimated scrap rate, which is estimated to be $400 per lightweight ton. Management of theOwning Companies estimates the useful life of its vessels to be 20 years from the date of initial delivery from theshipyard for VLGC’s and 25 years for PGC vessels. Secondhand vessels are depreciated from the date of their acquisitionthrough their remaining estimated useful life. (k)Drydocking and special survey costs: Drydocking and special survey costs are accounted under deferral methodwhereby actual costs incurred are deferred and are amortized on a straight‑line basis over the period through the date thenext survey is scheduled to become due. We are required to drydock a vessel once every five years until it reaches15 years of age, after which we are required to drydock the applicable vessel every two and one‑half years. Costs deferredare limited to actual costs incurred at the yard and parts used in the drydocking or special survey. Costs deferred includeexpenditures incurred relating to shipyard costs, hull preparation and painting, inspection of hull structure andmechanical components, steelworks, machinery works, and electrical works. If a survey is performed prior to thescheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels thatare sold are written‑off and included in the calculation of the resulting gain or loss in the period of the vessel’s sale. Theamortization charge is presented within “Depreciation and amortization” in the combined statements of operations. F-37 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents(l)Financing costs: Financing fees incurred for obtaining new loans and credit facilities are deferred and amortized tointerest expense over the respective loan or credit facility using the effective interest rate method. Any unamortizedbalance of costs relating to loans repaid or refinanced is expensed in the period the repayment or refinancing is made,subject to the accounting guidance regarding debt extinguishment. Any unamortized balance of costs related to creditfacilities repaid is expensed in the period. Any unamortized balance of costs relating to credit facilities refinanced aredeferred and amortized over the term of the respective credit facility in the period the refinancing occurs, subject to theprovisions of the accounting guidance relating to debt extinguishment. The unamortized financing costs are reflected inDeferred Charges in the accompanying combined balance sheets. (m)Revenue and expenses: Revenue is recognized when an agreement exists, the vessel is made available to the chartereror services are provided, the charter hire is determinable and collection of the related revenue is reasonably assured. Time charter revenue: Time charter revenues are recorded ratably over the term of the charter as service is provided.Time charter revenues received in advance of the provision of charter service are recorded as deferred income andrecognized when the charter service is rendered. Accrued revenue results from straight‑line revenue recognition inrespect of charter agreements that provide for varying charter rates. Deferred income and accrued revenue amountsthat will be recognized within the next twelve months are presented as current, with amounts to be recognizedthereafter presented as non‑current. Revenues earned through the profit sharing arrangements in the time chartersrepresent contingent rental revenues that are recognized when earned and amounts are reasonably assured based onestimates provided by the charterer. Voyage charter revenue: Under a voyage charter, the revenues are recognized on a pro‑rata basis over the durationof the voyage determined on a discharge-to-discharge port basis but the Company does not begin recognizingrevenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged itscargo and is sailing to the anticipated load port for its next voyage. In the event a vessel is sold while a voyage is inprogress, the revenue recognized is based on an allocation formula agreed between the buyer and the seller.Demurrage income represents payments by the charterer to the vessel owner when loading or discharging timeexceeds the stipulated time in the voyage charter and is recognized when earned and collection is reasonablyassured. Despatch expense represents payments by the Company to the charterer when loading or discharging timeis less than the stipulated time in the voyage charter and is recognized as incurred. Commissions: Charter hire commissions to brokers or the Manager are deferred and amortized over the relatedcharter period and are included in Voyage expenses. Vessel operating expenses: Vessel operating expenses are accounted for as incurred on the accrual basis. Vesseloperating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs andmaintenance, the cost of spares and consumable stores, and other miscellaneous expenses. (n)Repairs and maintenance: All repair and maintenance expenses, including underwater inspection costs are expensed inthe period incurred. Such costs are included in Vessel operating expenses. (o)Segment reporting: Each of the Owning Company’s vessels serve the same type of customer, have similar operationsand maintenance requirements, operate in the same regulatory environment, and are subject to similar economiccharacteristics. Based on this, the Company has determined that it operates in one reportable segment, the internationaltransportation of liquid petroleum gas with its fleet of vessels. Furthermore, when the Company charters a vessel to acharterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information isimpracticable. F-38 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents(p)Derivative Instruments: The Company enters into interest rate swap agreements to manage its exposure to fluctuationsof interest rate risk associated with its borrowings. All derivatives are recognized in the combined financial statements attheir fair value, as either a derivative asset or a liability. The fair value of the interest rate derivatives is based on adiscounted cash flow analysis. When such derivatives do not qualify for hedge accounting, the Company recognizestheir fair value changes in current period earnings. (q)Fair value of financial instruments: In accordance with the requirements of accounting guidance relating to Fair ValueMeasurements, the Company classifies and discloses its assets and liabilities carried at fair value in one of the followingthree categories: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data. (r)Recent accounting pronouncements: There are no recent accounting pronouncements the adoption of which wouldhave a material effect on the Company’s combined financial statements in the current period or expected to have animpact on future periods. 3. Transactions with Related Parties Dorian (Hellas) S.A: Ship‑Owning Companies Management Agreements: The Owning Companies historically outsourced the technical,crew and commercial management as well as insurance and accounting services of the vessels to Dorian (Hellas) S.A.,pursuant to management agreements (“Management Agreements”) with each vessel owning subsidiary. These agreementshad an initial term of 12 months and thereafter could be terminated by either party giving two months written notice. Foreach of the periods presented, under the Management Agreements the Manager received for each VLGC and PGC vessel acommission of 1.25% or 2%, respectively, of the gross freight, demurrage, dead freights and charter hire which are due andpayable (“charter hire commission”) and a fixed monthly management fee of $40,000 or $32,000 per vessel respectively. Inaddition, under the Management Agreements, the Manager is entitled to a commission of 1% on the contract price, for anyvessel bought or sold. The following amounts charged by the Manager are included in the combined statement of operations: April 1, 2013 to July 28, 2013 (i) Charter hire commissions , included in Voyage expenses—related party $198,360 (ii) Management fees $601,202 The amounts due to/from related parties represent amounts due to/from the Manager relating to payments made bythe Manager on behalf of each of the Owning Companies net of amounts transferred to the Manager. 4. Vessels, Net Accumulated Net book Vessel cost depreciation value Balance, April 1, 2013 $252,493,282 $(65,415,560) $187,077,722 Vessel improvements 90,492 — 90,492 Depreciation — (3,839,271) (3,839,271) Balance, July 28, 2013 $252,583,774 $(69,254,831) $183,328,943 All the Company’s vessels were first‑priority mortgaged as collateral to secure the bank loans. F-39 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsThe vessel improvements relate to improvements to the vessels and include systems to improve the consumption ofthe main engines lubricating oil, fuel system modification (double fuel system), and modifications to increase the vesselcargo operation flexibility. 5. Deferred Charges, Net The deferred charges comprised of the following: Financing Drydocking costs costs Total April 1, 2013 $262,355 $949,508 $1,211,863 Amortization (15,437) (116,038) (131,475) July 28, 2013 $246,918 $833,470 $1,080,388 6. Owners’ Capital Each ship owning entity is a body corporate duly organized under the laws of the Republic of Liberia and has anauthorized share capital divided into 500 registered and/or bearer shares of no par value, all of which have been issued in thebearer form. The holders of the shares are entitled to one vote on all matters submitted to a vote of owners and to receive alldividends, if any. Ship-owning entity Date of incorporation Cetus Transport Ltd. March 17, 2004 Lyra Gas Transport Ltd. January 30, 2005 Cepheus Transport Ltd. January 27, 2004 Orion Tankers Limited October 26,2005 As discussed in Note 1, the financial statements are comprised of the combined financial information of the entitiesthat comprise the Owning Companies. As a result, the financial statements reflect owners’ capital and not share capital andadditional paid in capital of a parent company. Owners’ capital represents contributions from owners. The owners’ capitalwas used to partly finance the acquisition of the vessels. 7. Revenues Revenues comprise the following: April 1, 2013 to July 28, 2013 Time charter revenue $8,850,543 Voyage charter revenue 6,236,525 Other income 296,048 Total $15,383,116 Included in time charter revenue is the profit‑sharing element of the time charter agreements of $2,702,635 for theperiod April 1, 2013 to July 28, 2013. Other income represents demurrage income and income from charterers relating toexpenses such as security guards and additional war risk insurance recovered from the charterers. F-40 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents8. Voyage Expenses Voyage expenses, including voyage expenses—related party, are comprised as follows: April 1, 2013 to July 28, 2013 Brokers commission $396,720 Bunkers 2,755,445 Port charges and other related expenses 391,091 Security cost 206,940 War risk insurances 26,673 Other voyage expenses 45,363 Total voyage expenses $3,822,232 9. Vessel Operating Expenses Vessel operating expenses are comprised of the following: April 1, 2013 to July 28, 2013 Crew wages and related costs $2,519,315 Spares and stores 1,284,161 Lubricants 176,502 Insurance 298,249 Repairs and maintenance costs 279,921 Miscellaneous expenses 80,577 Total $4,638,725 10. Interest and Finance Cost Interest and finance cost is comprised of $659,832 of interest on long-term debt and $102,983 of other finance costsfor the period ended July 28, 2013. 11. Income Taxes The Owning Companies are incorporated in the Republic of Liberia and under the laws of the Liberia, are notsubject to income taxes, however, they are subject to registration and tonnage taxes, which are not income taxes and areincluded in vessel operating expenses in the accompanying combined statements of operations. Furthermore, the OwningCompanies are subject to a 4% United States federal tax in respect of its U.S. source shipping income (imposed on grossincome without the allowance for any deductions), which is not an income tax. Such taxes have been recorded withinVoyage Expenses in the accompanying combined statements of operations. In many cases, these taxes are recovered from thecharterers; such amounts recovered are recorded within Revenues in the accompanying combined statements of operations. 12. Commitments and Contingencies From time to time the Owning Companies expect to be subject to legal proceedings and claims in the ordinarycourse of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, couldresult in the expenditure of significant financial and managerial resources. The Owning Companies are not aware of anyclaim, which is reasonably possible and should be disclosed or probable and for which a provision should be established inthe accompanying financial statements. F-41 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents13. Derivative Instruments The Owning Companies use interest rate swaps for the management of interest rate risk exposure. The interest rateswaps effectively convert a portion of the Company’s debt from a floating to a fixed rate. To hedge its exposure to changes ininterest rates the Company is a party to five floating‑to‑fixed interest rate swaps with RBS covering notional amountsaggregating approximately $136,718,000 as of March 31, 2013. On March 31, 2005 and April 3, 2007 Cetus Transport Ltd entered into interest rate swap agreements with RBS witheffective dates November 21, 2006 and November 17, 2006, respectively, and termination dated November 21, 2018 andNovember 17, 2018. Under the terms of this arrangement the Company swaps the notional amount outstanding under theagreement from a floating rate of interest to a fixed rate of 5.395% and 4.936% respectively. The original notional amount of$51,140,000 is reduced semi‑annually by $1,278,500 with a final settlement of $20,456,000 due in November, 2018. On March 9, 2007 and February 7, 2012, Lyra Gas Transport Ltd entered into interest rate swap agreements withRBS with effective dates March 22, 2007 and September 24, 2011, respectively, and termination dated March 22, 2019.Under the terms of this arrangement the Company swaps the notional amount outstanding under the agreement from afloating rate of interest to a fixed rate of 4.772% and 2.960% respectively. The original notional amount of $64,146,313 isreduced semi‑annually by $1,700,000 with a final settlement of $28,900,000 due in March 22, 2019. On January 8, 2009, Cepheus Transport Ltd entered into an extendable interest rate swap agreement with the RBSwith effective date July 21, 2008 and termination dated July 21, 2014. RBS holds the right to extend the interest rate swapuntil the July 21 2020. Under the terms of this arrangement the Company swaps the notional amount outstanding under theagreement from a floating rate of interest to a fixed rate of 4.35%. The original notional amount of $68,800,000 is reducedsemi‑annually by $1,720,000 with a final settlement of $29,240,000 due in July 21, 2020. The effect of derivative instruments on the combined statements of operations is as follows: April 1, 2013 Derivatives not designated as hedging instruments Location of gain/(loss) recognized to July 28, 2013 Interest Rate Swap—Change in fair value Gain/(loss) on derivatives, net $4,684,007 Interest Rate Swap—Realized loss Gain/(loss) on derivatives, net (1,853,802) Loss on derivatives—net $2,830,205 14. Financial Instruments The principal financial assets of the Company consist of cash and cash equivalents, amounts due from related partiesand trade accounts receivable. The principal financial liabilities of the Company consist of long‑term bank loans, interestrate swaps, accounts payable, amounts due to related parties and accrued liabilities. (a)Interest rate risk: The Company’s long‑term bank loans are based on LIBOR and hence the Company is exposed tomovements in LIBOR. The Company entered into interest rate swap agreements, discussed in Note 13, in order to hedgeits variable interest rate exposure. (b)Concentration of credit risk: Financial instruments, which potentially subject the Company to significantconcentrations of credit risk, consist principally of trade accounts receivable, amounts due from related parties, cash andcash equivalents. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluationsof its customers’ financial condition and generally does not require collateral for its trade accounts receivable. TheCompany places its cash and cash equivalents, with high credit quality financial institutions. (c)Fair value: The carrying values of trade accounts receivable, amounts due from related parties, cash and cashequivalents, accounts payable, amounts due to related parties and accrued liabilities are reasonable estimates of their fairvalue due to the short‑term nature of these financial instruments. The fair value of long‑term bank loans approximate therecorded value, due to their variable interest rate, being the LIBOR. LIBOR rates are observable atF-42 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contentscommonly quoted intervals for the full terms of the loans and hence long‑term bank loans are considered Level 2 itemsin accordance with the fair value hierarchy. The interest rate swaps, discussed in Note 13, are stated at fair value. The fair value of the interest rate swaps isdetermined using a discounted cash flow approach based on market‑based LIBOR swap yield rates. LIBOR swap rates areobservable at commonly quoted intervals for the full terms of the swaps and therefore are considered Level 2 items inaccordance with the fair value hierarchy. The fair value of the interest rate swap agreements approximates the amount that theCompany would have to pay for the early termination of the agreements. 15. Subsequent Events On July 29, 2013, the following transactions took place: ·Cepheus, Lyra and Cetus sold the Captain Nicholas ML, the Captain John NP and the Captain Markos NL toCMNL LPG Transport LLC, CJNP LPG Transport LLC and CNML LPG Transport LLC (being newly createdentities of the same shareholders), respectively, which also assumed the related outstanding bank debt andinterest rate swaps related to each vessel. ·100% interest in CMNL LPG Transport LLC, CJNP LPG Transport LLC and CNML LPG Transport LLC wascontributed to Dorian LPG Ltd. in exchange for equity in Dorian LPG Ltd. ·The Grendon was sold to Grendon Tanker LLC, a wholly-owned subsidiary of Dorian LPG Ltd. F-43Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.11DORIAN LPG LTD.EXECUTIVE SEVERANCE AND CHANGE IN CONTROL SEVERANCE PLAN 1. Purpose. The purpose of the Dorian LPG Ltd. Executive Severance and Change inControl Severance Plan (the “Plan”) is to secure the continued services of certain senior executives ofthe Company and to ensure their continued dedication to their duties in the event of any threat oroccurrence of a Change in Control (as defined in Section 2).2. Definitions. As used in this Plan, the following terms shall have the respective meanings setforth below:(a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by, controls or isunder common control with, the Company and (ii) any entity in which the Company has a significantequity interest, in either case as determined by the Administrator.(b) “Annual Performance Bonus” means the annual cash bonus awarded under the Company’sincentive plan, as in effect from time to time.(c) “Base Salary” means the higher of (i) the Participant’s highest annual rate of base salaryduring the twelve-month period immediately prior to the Participant’s Date of Termination or (ii) theaverage of the Participant’s annual base salary earned during the past three (3) completed fiscal years ofthe Company immediately preceding the Participant’s Date of Termination (annualized in the event theParticipant was not employed by the Company (or its affiliates) for the whole of any such fiscal year).(d) “Board” means the Board of Directors of the Company and, after a Change in Control, the“board of directors” of the Parent Entity, Surviving Entity or other successor entity in a Change inControl transaction, as the case may be.(e) “Bonus Amount” means the higher of (i) the Participant’s target Annual Performance Bonusfor the fiscal year in which the Participant’s Date of Termination occurs (or if the Participant’sQualifying Termination is on account of Good Reason pursuant to a reduction in a Participant’scompensation or compensation opportunity under Section 2(n)(i)(B) or 2(n)(ii)(B), the Participant’starget Annual Performance Bonus for the prior fiscal year if higher), provided that in the event that aParticipant does not have a target Annual Performance Bonus for the fiscal year in which the Date ofTermination occurs, the target Annual Performance Bonus for purposes of this Plan will be 100% of theParticipant’s Base Salary on the Date of Termination, or (ii) the average of the Annual PerformanceBonuses earned by the Participant from the Company (or its Affiliates) during the last three (3)completed fiscal years of the Company (or such shorter period of time during which the Participant wasemployed by the Company) immediately preceding the Participant’s Date of Termination (annualized inthe event the Participant was not employed by the Company (or its Affiliates) for the whole of any suchfiscal year).(f) “Cause” means (i) the willful and continued failure of the Participant to perform substantiallyhis duties with the Company (other than any such failure resulting from the Participant’s incapacity dueto physical or mental illness or any such failure subsequent to the Participant being delivered a notice oftermination without Cause by the Company or delivering a notice of termination for Good Reason tothe Company) after a written demand for substantial performance is delivered to the Participant by or onbehalf of the Board which specifically identifies the manner in which the Board believes that theParticipant has Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. not substantially performed his duties, (ii) the willful engaging by the Participant in illegal conduct orgross misconduct which is demonstrably and materially injurious to the Company or its Affiliates, (iii)the engaging by the Participant in conduct or misconduct that materially harms the reputation orfinancial position of the Company, (iv) the Participant (x) obstructs or impedes, (y) endeavors toinfluence, obstruct or impede or (z) fails to materially cooperate with, an Investigation, (v) theParticipant withholds, removes, conceals, destroys, alters or by other means falsifies any material whichis requested in connection with an Investigation, or attempts to do so or solicits another to do so, (vi)the Participant’s conviction of, or the entering of a plea of nolo contendere to, a felony or (vii) theParticipant is found liable in any SEC or other civil or criminal securities law action or enters into anycease and desist orders with respect to such action regardless of whether the Participant admits or deniesliability. For purposes of this paragraph (f), no act or failure to act by the Participant shall beconsidered “willful” unless done or omitted to be done by the Participant in bad faith and withoutreasonable belief that the Participant’s action or omission was in the best interests of the Company or itsAffiliates. Any act, or failure to act, in accordance with authority duly given by the Board, based uponthe advice of counsel for the Company (including counsel employed by the Company) shall beconclusively presumed to be done, or omitted to be done, by the Participant in good faith and in thebest interests of the Company. Cause shall not exist unless and until the Company has delivered to theParticipant a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excludingthe Participant from both the numerator and denominator if the Participant is a Board member) at ameeting of the Board called and held for such purpose (after reasonable notice to the Participant and anopportunity for the Participant, together with counsel, to be heard before the Board), finding that in thegood faith opinion of the Board an event set forth in clauses (i), (ii), (iii), (iv), (v), (vi) or (vii) hasoccurred and specifying the particulars thereof in detail.(g) “Change in Control” means the occurrence of any one of the following events:(i) any “person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entityacquires "beneficial ownership" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, ofmore than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors ofthe Company; provided, however, that no Change in Control shall have occurred in the event of suchan acquisition by (A) the Company, (B) any trustee or other fiduciary holding securities under anemployee benefit plan of the Company or an Affiliate, (C) any company or other entity owned, directlyor indirectly, by the holders of the voting stock ordinarily entitled to elect directors of the Company insubstantially the same proportions as their ownership of the aggregate voting power of the capital stockordinarily entitled to elect directors of the Company immediately prior to such acquisition or (D)Scorpio Tankers Inc. ("Scorpio"), SeaDor Holdings LLC ("SeaDor"), Dorian Holdings LLC ("Dorian")or Kensico Capital ("Kensico") or any entity which Scorpio, SeaDor, Dorian or Kensico directly orindirectly "controls" (as defined in Rule 12b-2 under the 1934 Act);(ii) the sale of all or substantially all the Company's assets in one or more relatedtransactions to any "person" (as defined in Section 13(d)(3) of the 1934 Act), company or otherentity(an “Asset Sale”); provided, however, that no Change in Control shall have occurred in the eventof such a sale (A) to a Subsidiary which does not involve a material change in the equity holdings ofthe Company, (B) to an entity (the "Acquiring Entity") which has acquired all or substantially all theCompany's assets if, immediately following such sale, 50% or more of the aggregate voting power ofthe capital stock ordinarily entitled to elect directors of the Acquiring Entity (or, if applicable, theultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of theaggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity)is beneficially owned by the holders of the voting stock ordinarily entitled to elect directors of the Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Company immediately prior to such sale in substantially the same proportions as the aggregate votingpower of the capital stock ordinarily entitled to elect directors of the Company immediately prior tosuch sale or (C) to Scorpio, SeaDor, Dorian or Kensico or any entity which Scorpio, SeaDor, Dorian orKensico directly or indirectly "controls" (as defined in Rule 12b-2 under the 1934 Act);(iii) any merger, consolidation, reorganization or similar event of the Company or anySubsidiary (a “Business Combination”); provided, however, that no Change in Control shall haveoccurred in the event 50% or more of the aggregate voting power of the capital stock ordinarily entitledto elect directors of the surviving entity (the “Surviving Entity”)(or, if applicable, the ultimate parententity (the “Parent Entity”) that directly or indirectly has beneficial ownership of more than 50% of theaggregate voting power of the capital stock ordinarily entitled to elect directors of the surviving entity)is beneficially owned by the holders of the voting stock ordinarily entitled to elect directors of theCompany immediately prior to such event in substantially the same proportions as the aggregate votingpower of the capital stock ordinarily entitled to elect directors of the Company immediately prior tosuch event;(iv) the approval by the Company's stockholders of a plan of complete liquidation ordissolution of the Company; (v) during any period of 12 consecutive calendar months, individuals:(A) who were directors of the Company on the first day of such period, or(B) whose election or nomination for election to the Board was recommendedor approved by at least a majority of the directors then still in office who weredirectors of the Company on the first day of such period, or whose election ornomination for election were so approved,shall cease to constitute a majority of the Board; or(vi) any transaction the Board determines to be a Change in Control.Notwithstanding the foregoing, (1) in no event shall a Change in Control be deemed to have occurred inconnection with an initial public offering of common stock of the Company, and (2) for any incentiveaward subject to Section 409A, a Change in Control shall be deemed to have occurred with respect tosuch award only if a change in the ownership or effective control of the Company or a change in theownership of a substantial portion of the assets of the Company shall also be deemed to have occurredunder Section 409A, provided that such limitation shall apply to such award only to the extentnecessary to avoid adverse tax effects under Section 409A.(h) “CIC Termination Period” means the period of time beginning with a Change in Control andending two (2) years following such Change in Control. Notwithstanding anything in this Plan to thecontrary, if (i) the Participant’s employment is terminated prior to a Change in Control (or, if applicable,a Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Potential Change of Control) for reasons that would have constituted a Qualifying Termination if theyhad occurred following a Change in Control; (ii) the Participant reasonably demonstrates that suchtermination (or Good Reason event) was at the request of a third party who had indicated an intentionor taken steps reasonably calculated to effect a Change in Control; and (iii) a Change in Control (or aPotential Change in Control) involving such third party (or a party competing with such third party toeffectuate a Change in Control) does occur within six (6) months from the date of such termination (or,in the case of a Potential Change in Control, such Potential Change in Control occurs within three (3)months of such termination), then for purposes of this Plan, the date immediately prior to the date ofsuch termination of employment or event constituting Good Reason shall be treated as a Change inControl.(i) “Code” means the Internal Revenue Code of 1986, as amended.(j) “Company” means Dorian LPG Ltd., a corporation organized under the laws of the MarshallIslands.(k) “Date of Termination” means (i) the effective date on which the Participant’s employment bythe Company terminates as specified in a prior written notice by the Company or the Participant, as thecase may be, to the other, delivered pursuant to Section 9 or (ii) if the Participant’s employment by theCompany terminates by reason of death, the date of death of the Participant.(l) “Disability” shall mean the Participant being unable to engage in any substantial gainfulactivity by reason of any medically determinable physical or mental impairment that can be expected toresult in death or can be expected to last for a continuous period of not less than 12 months, or theParticipant, by reason of any medically determinable physical or mental impairment that can beexpected to result in death or can be expected to last for a continuous period of not less than 12 months,receiving income replacement benefits for a period of not less than three months under an accident andhealth plan covering employees of the Company.(m) “Equity Incentive Compensation” means all equity-based compensation (including stockoptions and restricted stock) awarded under the Company’s 2014 Equity Incentive Plan or otherincentive plan, as in effect from time to time.(n) “Good Reason means the occurrence of one or more of the following circumstances, withoutthe Participant’s express written consent, and which circumstance(s) are not remedied by the Companywithin thirty (30) days of receipt of a written notice from the Participant describing in reasonable detailthe Good Reason event that has occurred (which notice must be provided within ninety (90) days of theParticipant’s obtaining knowledge of the event), provided that the Participant must terminateemployment within the two years following the Participant’s obtaining knowledge of the event: (i) other than during the CIC Termination Period:(A) for the Company’s Chief Executive Officer, Chief Financial Officer and Chief OperatingOfficer, a material diminution in the nature and scope of the Participant’s duties, responsibilities orstatus (including reporting responsibilities;(B) a material diminution by the Company in the Participant’s current annual base salary or AnnualPerformance Bonus target opportunities; or(C) an involuntary relocation of a Participant’s principal place of business to a location more than25 miles from his or her principal place of business.(ii) during the CIC Termination Period: Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (A)(1) any material change in the duties, responsibilities or status (including reporting responsibilities)of the Participant that is inconsistent in any material and adverse respect with the Participant’sposition(s), duties, responsibilities or authority with the Company immediately prior to such Change inControl (including any material and adverse diminution of such duties or responsibilities); provided, however, that Good Reason shall not be deemed to occur upon a change in duties, responsibilities(other than reporting responsibilities) or status that is solely and directly a result of the Company nolonger being a publicly traded entity and does not involve any other event set forth in this Section 2(n)(ii) or (2) a material and adverse change in the Participant’s titles or offices (including, if applicable,membership on the Board) with the Company as in effect immediately prior to such Change in Control;(B) a more than 10% reduction by the Company in the Participant’s rate of annual base salary orAnnual Performance Bonus or Equity Incentive Compensation target opportunities (including anymaterial and adverse change in the formula for such targets) as in effect immediately prior to suchChange in Control, provided that any such change constitutes a reduction of 5% or more in theParticipant’s total compensation paid by the Company;(C) the failure of the Company to continue in effect any employee benefit plan, compensationplan, welfare benefit plan or fringe benefit plan in which the Participant is participating immediatelyprior to such Change in Control or the taking of any action by the Company, in each case which wouldmaterially adversely affect the Participant, unless the Participant is permitted to participate in other plansproviding the Participant with materially equivalent benefits in the aggregate (at materially equivalent orlower cost with respect to welfare benefit plans);(D) the failure of the Company to obtain the assumption of the Company’s obligations hereunderfrom any successor as contemplated in Section 10(b);(E) an involuntary relocation of a Participant’s principal place of business to a location more than25 miles from his or her principal place of business immediately prior to such Change in Control; or(F) a material breach by the Company of the terms of the Participant’s employment agreement.The Participant’s right to terminate employment for Good Reason shall not be affected by theParticipant’s incapacities due to mental or physical illness and the Participant’s continued employmentshall not constitute consent to, or a waiver of rights with respect to, any event or condition constitutingGood Reason.(n) “Investigation” means an investigation authorized by the Board, a self-regulatory organizationempowered with self-regulatory responsibilities under federal or state laws or a governmentaldepartment or agency.(o) “Participant” means each of the executives of the Company who are selected by the Board forcoverage by this Plan and identified on Schedule A from time to time.(p) “Potential Change in Control” means the execution or entering into of any agreement by theCompany the consummation of which can be expected to constitute a Change in Control.(q) “Qualifying Termination” means a termination of the Participant’s employment with theCompany (i) by the Company other than for Cause or (ii) by the Participant for Good Reason.Termination of the Participant’s employment on account of death or Disability shall not be treated as aQualifying Termination. Notwithstanding the preceding sentence, the death of the Participant afternotice of termination for Good Reason or without Cause has been validly provided shall be deemed tobe a Qualifying Termination.(r) “Subsidiary” means any corporation or other entity in which the Company has a direct orindirect ownership interest of 50% or more of the total combined voting power of the then outstandingsecurities or Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. interests of such corporation or other entity entitled to vote generally in the election of directors (ormembers of any similar governing body) or in which the Company has the right to receive 50% ormore of the distribution of profits or 50% of the assets or liquidation or dissolution.(s) “Section 409A” means Section 409A of the Code.3. Eligibility. The Board shall determine in its sole discretion which executives of theCompany shall be Participants and whether a Participant shall be listed on Schedule A and the Boardmay remove the name of any senior executive from Schedule A and participation in this Plan at anytime in its sole discretion; provided, however, that a Participant may not be removed from Schedule A,B or C without his or her prior written consent within the two-year period after a Change in Control orwithin the period of time beginning on a date three (3) months prior to a Potential Change in Controland ending on the termination of the agreement that constituted the Potential Change in Control. TheBoard may delegate its authority to identify the Participants on Schedule A and to remove a Participantfrom Schedule A to the Compensation Committee (or any successor committee) of the Board.4. Payments Upon Termination of Employment. If the employment of the Participant isterminated pursuant to a Qualifying Termination other than during the CIC Termination Period, subjectto the Participant’s execution of a Separation Agreement and Release in the form attached to this Plan asExhibit A or such other form as shall be approved by the Compensation Committee (or any successorcommittee) of the Board in an employment agreement between the Company and the Participant (the“Separation Agreement and Release”), which shall be provided to the Participant no later than two (2)days after the Date of Termination and must be executed by the Participant, become effective and notbe revoked by the Participant prior to the fifty-fifth (55th) day following the Date of Termination (the“Release Date”), the Company shall provide to the Participant:(a) a lump sum cash payment equal to the result of multiplying the sum of (A) the Participant’sBase Salary, plus (B) the Participant’s Bonus Amount by 2.00; and(b) a cash payment equal to the Participant’s Bonus Amount on the Date of Termination,multiplied by a fraction the numerator of which shall be the number of days the Participant wasemployed by the Company during the fiscal year in which the Date of Termination occurred and thedenominator of which is 365; and(c) a cash payment equal to the Company’s monthly premium cost of health care for Participantand/or the Participant’s family at the Date of Termination, multiplied by eighteen (18); and(d) for a period of one (1) year following the Participant’s Date of Termination, the Company shallmake outplacement services available to the Participant in accordance with its outplacement policy ineffect immediately before the Change in Control (or if no such policy is in effect, the Participant maychoose a provider of outplacement services, provided that the total cost of such outplacement servicesfor the Participant shall not exceed $10,000 USD).The cash payments specified in paragraphs (a), (b) and (c) of this Section 4 shall be paid no later thanthe sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day)following the Date of Termination, provided that, in the event that the Separation Agreement andRelease is not executed by the Participant and non-revocable by the Release Date, the Participant shallnot be entitled to any payments or other benefits under this Section 4.Except as otherwise expressly provided pursuant to this Plan, this Plan shall be construed andadministered in a manner which avoids duplication of compensation and benefits which may beprovided under any other plan, program, policy, or other arrangement or individual contract. In theevent a Participant is covered by any other plan, program, policy, individually negotiated agreement orother arrangement, in effect as of his Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. or her Date of Termination, that may duplicate the payments and benefits provided for in this Section 4,the Board is specifically empowered to reduce or eliminate the duplicative benefits provided for underthe Plan.5. Payments Upon a Termination During the CIC Termination Period. If the employment ofthe Participant is terminated pursuant to a Qualifying Termination during the CIC Termination Period,then, subject to the Participant’s execution of a Separation Agreement and Release, which shall beprovided to the Participant no later than two (2) days after the Date of Termination and must beexecuted by the Participant, become effective and not be revoked by the Participant prior to the ReleaseDate, the Company shall provide to the Participant:(a) a lump sum cash payment equal to the result of multiplying the sum of (A) the Participant’sBase Salary, plus (B) the Participant’s Bonus Amount by 2.99; and(b) a cash payment equal to the Participant’s Bonus Amount on the Date of Termination,multiplied by a fraction the numerator of which shall be the number of days the Participant wasemployed by the Company during the fiscal year in which the Date of Termination occurred and thedenominator of which is 365; and(c) a cash payment equal to the Company’s monthly premium cost of health care for Participantand/or the Participant’s family at the Date of Termination, multiplied by eighteen (18); and(d) on the Release Date, all outstanding Equity Incentive Compensation awards shall become fullyvested, nonforfeitable and, to the extent applicable, exercisable, and any the target performance goalsor other performance goals applicable to any outstanding awards shall be deemed to have been attainedat target (unless actual performance exceeds the target, in which case actual performance shall be used)for the entire applicable performance period then outstanding; and(e) for a period of one (1) year following the Participant’s Date of Termination, the Company shallmake outplacement services available to the Participant in accordance with its outplacement policy ineffect immediately before the Change in Control (or if no such policy is in effect, the Participant maychoose a provider of outplacement services, provided that the total cost of such outplacement servicesfor the Participant shall not exceed $10,000 USD).The cash payments specified in paragraphs (a), (b) and (c) of this Section 5 shall be paid no later thanthe sixtieth (60) day (or the next following business day if the sixtieth day is not a business day)following the Date of Termination, provided that, in the event that the Separation Agreement andRelease is not executed by the Participant and non-revocable by the Release Date, the Participant shallnot be entitled to any payments or other benefits under this Section 5.Except as otherwise expressly provided pursuant to this Plan, this Plan shall be construed andadministered in a manner which avoids duplication of compensation and benefits which may beprovided under any other plan, program, policy, or other arrangement or individual contract. In theevent a Participant is covered by any other plan, program, policy, individually negotiated agreement orother arrangement, in effect as of his or her Date of Termination, that may duplicate the payments andbenefits provided for in this Section 5, the Board is specifically empowered to reduce or eliminate theduplicative benefits provided for under the Plan.6. Section 280G. (a) Anything in this Plan to the contrary notwithstanding, in the event that during the periodbeginning on the Effective Date and ending on the second anniversary of the Effective Date there is achange in ownership or effective control of the Company or a substantial portion of its assets (withinthe meaning of Section 280G of the Code)(a “280G Change in Control”) and it shall be determinedthat any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit ordistribution) by the Company (or any of its affiliated entities) or any entity which effectuates a 280GChange in Control (or any of its thSource: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. affiliated entities) to or for the benefit of the Participant (whether pursuant to the terms of this Plan orotherwise, but determined without regard to any additional payments required under this Section 6 (the“Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any similartax under state or local law, or any interest or penalties are incurred by the Participant with respect tosuch excise tax or similar tax (such excise tax or similar tax, together with any such interest andpenalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay tothe Participant an additional payment (a “Reimbursement Payment”) in an amount such that afterpayment by the Participant of all taxes (including any Excise Tax) imposed upon the ReimbursementPayment, the Participant retains an amount of the Reimbursement Payment equal to the Excise Taximposed upon the Payments. For purposes of determining the amount of the Reimbursement Payment,the Participant shall be deemed to (i) pay federal income taxes at the highest marginal rates of federalincome taxation for the calendar year in which the Reimbursement Payment is to be made and (ii) payapplicable state and local income taxes at the highest marginal rate of taxation for the calendar year inwhich the Reimbursement Payment is to be made, net of the maximum reduction in federal incometaxes which could be obtained from deduction of such state and local taxes. Notwithstanding theforegoing provisions of this Section 6, if it shall be determined that the Participant is entitled to aReimbursement Payment, but that the Payments would not be subject to the Excise Tax if the Paymentswere reduced by an amount that is no more than 10% of the portion of the Payments that would betreated as “parachute payments” under Section 280G of the Code, then the amounts payable to theParticipant under this Plan shall be reduced (but not below zero) to the maximum amount that could bepaid to the Participant without giving rise to the Excise Tax (the “Safe Harbor Cap”), and noReimbursement Payment shall be made to the Participant. The reduction of the amounts payablehereunder, if applicable, shall be made by reducing first the cash payments under Section 4(a) or 5(a),as applicable. For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payableunder this Plan (and no other Payments) shall be reduced. If the reduction of the amounts payablehereunder would not result in a reduction of the Payments to the Safe Harbor Cap, no amounts payableunder this Plan shall be reduced pursuant to this provision.(b) In the event that there is a 280G Change in Control following the second anniversary of theEffective Date and it shall be determined that any Payments would be subject to the Excise Tax, thenany such Payments shall be either (x) delivered in full, or (y) reduced to the Safe Harbor Cap,whichever of the foregoing amounts, taking into account the applicable federal, state and local incomeand employment taxes and the Excise Tax (and any equivalent state and local excise taxes), results inthe receipt by the Participant on an after-tax basis, of the greatest amount of benefits, notwithstandingthat all or some portion of such benefits may be taxable under Section 4999 of the Code. The reductionof the amounts payable hereunder, if applicable, shall be made by reducing first the cash paymentsunder Section 4(a) or 5(a), as applicable.(c) Subject to the provisions of Paragraph (a) and (b), all determinations required to be made underthis Section 6, including whether and when a Reimbursement Payment is required, the amount of suchReimbursement Payment, the amount of any Option Redetermination (as defined below), the reductionof the Payments to the Safe Harbor Cap and the assumptions to be utilized in arriving at suchdeterminations, shall be made by a public accounting firm that is retained by the Company as of thedate immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailedsupporting calculations both to the Company and the Participant within fifteen (15) business days of thereceipt of notice from the Company or the Participant that there has been a Payment, or such earliertime as is requested by the Company (collectively, the “Determination”). For the avoidance of doubt,the Accounting Firm may use the Option Redetermination amount in determining the reduction of thePayments to the Safe Harbor Cap. Notwithstanding the foregoing, in the event (i) the Board shalldetermine prior to the Change in Control that the Accounting Firm is precluded from performing suchservices under applicable auditor independence rules or (ii) the Audit Committee of the Boarddetermines that it does not want the Accounting Firm to perform such services because of auditorindependence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the person(s)effecting the Change in Control, the Board shall appoint Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. another nationally recognized public accounting firm to make the determinations required hereunder(which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees andexpenses of the Accounting Firm shall be borne solely by the Company, and the Company shall enterinto any agreement reasonably requested by the Accounting Firm in connection with the performanceof the services hereunder. The Reimbursement Payment under this Section 6 with respect to anyPayments shall be made no later than thirty (30) days following such Payment. If the Accounting Firmdetermines that no Excise Tax is payable by a Participant, it shall furnish the Participant with a writtenopinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Participant’sapplicable federal income tax return will not result in the imposition of a negligence or similar penalty.In the event the Accounting Firm determines that the Payments shall be reduced to the Safe Harbor Cap,it shall furnish the Participant with a written opinion to such effect. The Determination by theAccounting Firm shall be binding upon the Company and the Participant.As a result of the uncertainty in the application of Section 4999 of the Code at the time of theDetermination, it is possible that Reimbursement Payments which will not have been made by theCompany should have been made (“Underpayment”) or Reimbursement Payments are made by theCompany which should not have been made (“Overpayment”), consistent with the calculationsrequired to be made hereunder. In the event the amount of the Reimbursement Payment is less than theamount necessary to reimburse the Participant for the Excise Tax, the Accounting Firm shall determinethe amount of the Underpayment that has occurred and any such Underpayment (together with interestat the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to orfor the benefit of the Participant (but in any event no later than by the end of the Participant’s taxableyear next following the Participant’s taxable year in which the Underpayment of Excise Tax isremitted). In the event the amount of the Reimbursement Payment exceeds the amount necessary toreimburse the Participant for the Excise Tax, the Accounting Firm shall determine the amount of theOverpayment that has been made and any such Overpayment (together with interest at the rate providedin Section 1274(b)(2) of the Code) shall be promptly paid by the Participant (to the extent theParticipant has received a refund if the applicable Excise Tax has been paid to the Internal RevenueService) to or for the benefit of the Company. The Participant shall cooperate, to the extent his or herexpenses are reimbursed by the Company, with any reasonable requests by the Company in connectionwith any contests or disputes with the Internal Revenue Service in connection with the Excise Tax. Inthe event that the Company makes a Reimbursement Payment to the Participant and subsequently theCompany determines that the value of any accelerated vesting of stock options held by the Participantshall be redetermined within the context of Treasury Regulation §1.280G-1 Q/A 33 (the “OptionRedetermination”), the Participant shall (i) file with the Internal Revenue Service an amended federalincome tax return that claims a refund of the overpayment of the Excise Tax attributable to such OptionRedetermination and (ii) promptly pay the refunded Excise Tax to the Company; provided that theCompany shall pay on a current basis all reasonable professional fees incurred in the preparation of theParticipant’s amended federal income tax return. If the Option Redetermination occurs in the same yearthat the Reimbursement Payment is included in the Participant’s taxable income, then in addition toreturning the refund to the Company, the Participant will also promptly return to the Company any taxbenefit realized by the return of such refund and the return of the additional tax benefit payment (alldeterminations pursuant to this sentence shall be made by the Accounting Firm). In the event thatamounts payable to the Participant under this Plan were reduced pursuant to the second paragraph ofParagraph (a) or Paragraph (b) and subsequently the Participant determines there has been an OptionRedetermination that reduces the value of the Payments attributable to such options, the Company shallpay to the Participant (on the first business day of the calendar year following the year the OptionRedetermination is made) any amounts payable under this Plan that were not previously paid solely as aresult of the second paragraph of Paragraph (a) or Paragraph (b) up to the Safe Harbor Cap plus interest,from the date the Participant files the amended return as provided above, at the 3 month Treasury Billrate. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 7. Withholding Taxes. The Company may withhold from all payments due to the Participant(or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law,the Company is required to withhold therefrom.8. Reimbursement of Expenses. If any contest or dispute shall arise under this Plan involvingtermination of a Participant’s employment with the Company or involving the failure or refusal of theCompany to perform fully in accordance with the terms hereof, the Company shall reimburse theParticipant on a current basis for all reasonable legal fees and related expenses, if any, incurred by theParticipant in connection with such contest or dispute (regardless of the result thereof), together withinterest in an amount equal to the prime rate as reported in The Wall Street Journal, but in no eventhigher than the maximum legal rate permissible under applicable law, such interest to accrue thirty (30)days from the date the Company receives the Participant’s statement for such fees and expensesthrough the date of payment thereof, regardless of whether or not the Participant’s claim is upheld by acourt of competent jurisdiction or an arbitration panel; provided, however, that the Participant shall berequired to repay immediately any such amounts to the Company to the extent that a court or anarbitration panel issues a final and non-appealable order setting forth the determination that the positiontaken by the Participant was frivolous or advanced by the Participant in bad faith.9. Scope of Plan. Nothing in this Plan shall be deemed to entitle the Participant to continuedemployment with the Company, and, if a Participant’s employment with the Company shall terminateprior to a Change in Control, the Participant shall have no further rights under this Plan (except asotherwise provided hereunder); provided, however, that any termination of a Participant’s employmentduring the Termination Period shall be subject to all of the provisions of this Plan.10. Successors; Binding Agreement.(a) This Plan shall not be terminated by any Change in Control. In the event of any Change inControl, the provisions of this Plan shall be binding upon the Surviving Entity or other successor entityin the Change in Control, and such Surviving Entity or successor entity shall be treated as the Companyhereunder.(b) The Company agrees that in connection with any Change in Control, it will cause any SurvivingEntity or any successor entity to the Company to unconditionally assume all of the obligations of theCompany hereunder. Failure of the Company to obtain such assumption prior to the effectiveness ofany Change in Control, shall be a breach of this Plan and shall constitute Good Reason hereunder andshall entitle the Participant to compensation and other benefits from the Company in the same amountand on the same terms as the Participant would be entitled hereunder if the Participant’s employmentwere terminated following a Change in Control by reason of a Qualifying Termination. For purposes ofimplementing the foregoing, the date on which any such Change in Control becomes effective shall bedeemed the date Good Reason occurs, and shall be the Date of Termination if requested by aParticipant.(c) The benefits provided under this Plan shall inure to the benefit of and be enforceable by theParticipant’s personal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees. If the Participant shall die while any amounts would be payable to the Participanthereunder had the Participant continued to live, all such amounts, unless otherwise provided herein,shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing bythe Participant to receive such amounts or, if no person is so appointed, to the Participant’s estate.11. Notice. (a) For purposes of this Plan, all notices and other communications required orpermitted hereunder shall be in writing and shall be deemed to have been duly given when delivered orfive (5) days after deposit in the United States mail, certified and return receipt requested, postageprepaid, addressed as follows:If to the Participant: the address listed as the Participant’s address in the Company’s personnel files. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. If to the Company: or to such other address as either party may have furnished to the other in writing in accordanceherewith, except that notices of change of address shall be effective only upon receipt.(b) A written notice of the Participant’s Date of Termination by the Company or the Participant, asthe case may be, to the other, shall (i) indicate the specific termination provision in this Plan reliedupon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination of the Participant’s employment under the provision so indicated and(iii) specify the termination date (which date shall be not less than fifteen (15) nor more than sixty (60)days after the giving of such notice). The failure by the Participant or the Company to set forth in suchnotice any fact or circumstance which contributes to a showing of Good Reason or Cause shall notwaive any right of the Participant or the Company hereunder or preclude the Participant or theCompany from asserting such fact or circumstance in enforcing the Participant’s or the Company’srights hereunder.12. Full Settlement; Resolution of Disputes and Costs. (a) The Company’s obligation to make any payments provided for in this Plan and otherwise toperform its obligations hereunder shall be in lieu and in full settlement of all other severance paymentsto the Participant under any other severance or employment agreement between the Participant and theCompany, and any severance plan of the Company or any Affiliate. In no event shall the Participant beobligated to seek other employment or take other action by way of mitigation of the amounts payable tothe Participant under any of the provisions of this Plan and, except as provided in the SeparationAgreement and Release, such amounts shall not be reduced whether or not the Participant obtains otheremployment.(b) Any dispute or controversy arising under or in connection with this Plan shall be settledexclusively by arbitration in New York by three arbitrators in effect. One arbitrator shall be selected bythe Company, the other by the Participant and the third jointly by these arbitrators (or if they are unableto agree within thirty (30) days of the commencement of arbitration the third arbitrator will be appointedby the AAA). Judgment may be entered on the arbitrators’ award in any court having jurisdiction. Inthe event of any such dispute or controversy arising during a Termination Period, the Company shallbear all costs and expenses arising in connection with any arbitration proceeding on the same terms asset forth in Section 6 of this Plan. Notwithstanding anything in this Plan to the contrary, any court,tribunal or arbitration panel that adjudicates any dispute, controversy or claim arising between aParticipant and the Company, or any of their delegates or successors, in respect of a Participant’sQualifying Termination, will apply a de novo standard of review to any determinations made by suchperson. Such de novo standard shall apply notwithstanding the grant of full discretion hereunder to anysuch person or characterization of any such decision by such person as final, binding or conclusive onany party.13. Employment with Subsidiaries. Employment with the Company for purposes of this Plan shallinclude employment with any Subsidiary or any Affiliate.14. Survival. The respective obligations and benefits afforded to the Company and the Participantas provided in Sections 4 or 5 (to the extent that payments or benefits are owed as a result of atermination of employment that occurs during the term of this Plan) 7, 8, 10(c) and 12 shall survive thetermination of this Plan. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 15. GOVERNING LAW; VALIDITY. THE INTERPRETATION, CONSTRUCTION ANDPERFORMANCE OF THIS POLICY SHALL BE GOVERNED BY AND CONSTRUED ANDENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS, AND APPLICABLEFEDERAL LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THISPOLICY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHERPROVISION OF THIS POLICY, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCEAND EFFECT.16. Amendment and Termination. The Board may amend or terminate the Plan at any time;provided, however, that during the period commencing on a Change in Control and ending on thesecond anniversary of the Change in Control, the Plan may not be amended or terminated by the Boardin any manner which is materially adverse to the interests of any Participant then listed on Schedule Awithout the prior written consent of such Participant; provided, further, that any termination oramendments to the Plan that are adverse to the interests of any Participant then listed on Schedule A,and that occur during the period of time beginning on a date three (3) months prior to a PotentialChange in Control and ending on the termination of the agreement that constituted the Potential Changein Control, shall be void.17. Interpretation and Administration. The Plan shall be administered by the Board. TheBoard may delegate any of its powers under the Plan to the Compensation Committee of the Board (orany successor committee). The Board or the Compensation Committee (or any successor committee)shall have the authority (i) to exercise all of the powers granted to it under the Plan, (ii) to construe,interpret and implement the Plan, (iii) to prescribe, amend and rescind rules and regulations relating tothe Plan, (iv) to make all determinations necessary or advisable in administration of the Plan and (v) tocorrect any defect, supply any omission and reconcile any inconsistency in the Plan. Actions of theBoard or the Compensation Committee (or any successor committee) shall be taken by a majority voteof its members.18. Claims and Appeals. Participants may submit claims for benefits by giving notice to theCompany pursuant to Section 9 of this Plan. If a Participant believes that he or she has not receivedcoverage or benefits to which he or she is entitled under the Plan, the Participant may notify the Boardin writing of a claim for coverage or benefits. If the claim for coverage or benefits is denied in whole orin part, the Board shall notify the applicant in writing of such denial within thirty (30) days (which maybe extended to sixty (60) days under special circumstances), with such notice setting forth: (i) thespecific reasons for the denial; (ii) the Plan provisions upon which the denial is based; (iii) anyadditional material or information necessary for the applicant to perfect his or her claim; and (iv) theprocedures for requesting a review of the denial. Upon a denial of a claim by the Board, the Participantmay: (i) request a review of the denial by the Board or, where review authority has been so delegated,by such other person or entity as may be designated by the Board for this purpose; (ii) review any Plandocuments relevant to his or her claim; and (iii) submit issues and comments to the Board or its delegatethat are relevant to the review. Any request for review must be made in writing and received by theBoard or its delegate within sixty (60) days of the date the applicant received notice of the initial denial,unless special circumstances require an extension of time for processing. The Board or its delegate willmake a written ruling on the applicant’s request for review setting forth the reasons for the decision andthe Plan provisions upon which the denial, if appropriate, is based. This written ruling shall be madewithin thirty (30) days of the date the Board or its delegate receives the applicant’s request for reviewunless special circumstances require an extension of time for processing, in which case a decision willbe rendered as soon as possible, but not later than sixty (60) days after receipt of the request for review.All extensions of time permitted by this Section 16 will be permitted at the sole discretion of the Boardor its delegate. If the Board does not provide the Participant with written notice of the denial of his orher appeal, the Participant’s claim shall be deemed denied.19. Type of Plan. This Plan is intended to be, and shall be interpreted as an unfundedemployee welfare plan under Section 3(1) of the Employee Retirement Income Security Act of 1974, asamended (“ERISA”) Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. and Section 2520.104-24 of the Department of Labor Regulations, maintained primarily for the purposeof providing employee welfare benefits, to the extent that it provides welfare benefits, and underSections 201, 301 and 401 of ERISA, as a plan that is unfunded and maintained primarily for thepurpose of providing deferred compensation, to the extent that it provides such compensation, in eachcase for a select group of management or highly compensated employees.20. Nonassignability. Benefits under the Plan may not be assigned by the Participant. Theterms and conditions of the Plan shall be binding on the successors and assigns of the Company.21. Section 409A. To the fullest extent possible, amounts and other benefits payable underthe Plan are intended to be comply with or be exempt from Section 409A, and the Company shall havecomplete discretion to interpret and construe this Plan and any associated documents in any manner thatestablishes an exemption from (or compliance with) the requirements of Section 409A. Any terms ofthis Plan that are undefined or ambiguous shall be interpreted by the Company in its discretion in amanner that complies with Section 409A to the extent necessary to comply with Section 409A. If forany reason, such as imprecision in drafting, any provision of this Plan does not accurately reflect itsintended establishment of an exemption from (or compliance with) Section 409A, as demonstrated byconsistent interpretations or other evidence of intent, such provision shall be considered ambiguous asto its exemption from (or compliance with) Section 409A and shall be interpreted by the Company in amanner consistent with such intent, as determined in the discretion of the Company. If, notwithstandingthe foregoing provisions of this paragraph, any provision of this Plan would cause a Participant to incurany additional tax or interest under Section 409A, the Company shall interpret or reform suchprovision in a manner intended to avoid the incurrence by the Participant of any such additional tax orinterest; provided that the Company agrees to maintain, to the maximum extent practicable, the originalintent and economic benefit to the Participant of the applicable provision without violating theprovisions of Section 409A. To the extent a Participant would otherwise be entitled to any payment that under this Plan, or any planor arrangement of the Company or its Affiliates, constitutes “deferred compensation” subject to Section409A and that if paid during the six months beginning on the date of termination of a Participant’semployment would be subject to the Section 409A additional tax because the Participant is a “specifiedemployee” (within the meaning of Section 409A and as determined by the Company) the payment willbe paid to the Participant on the earlier of the six-month anniversary of the Participant’s date oftermination or the Participant’s death or disability (within the meaning of Section 409A). Similarly, tothe extent the Participant would otherwise be entitled to any benefit (other than a payment) during thesix months beginning on termination of the Participant’s employment that would be subject to theSection 409A additional tax, the benefit will be delayed and will begin being provided on the earlier ofthe six-month anniversary of the Participant’s date of termination or death. In addition, any payment orbenefit due upon a termination of the Participant’s employment that represents a “deferral ofcompensation” within the meaning of Section 409A shall be paid or provided to the Participant onlyupon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each severancepayment made under this Plan shall be deemed to be separate payments, amounts payable underSection 4 of this Plan shall be deemed not to be a “deferral of compensation” subject to Section 409A tothe extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-termdeferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) andother applicable provisions of Treasury Regulation Section 1.409A-1 through A-6.Notwithstanding anything to the contrary in this Plan or elsewhere, any payment or benefit under thisPlan or otherwise that is exempt from Section 409A pursuant to final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Participant only to the extent that the expenses are notincurred, or the benefits are not provided, beyond the last day of the Participant’s second taxable yearfollowing the Participant’s taxable year in which the “separation from service” occurs; and providedfurther that such expenses are reimbursed no later than the last day of the Participant’s third taxableyear following the Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. taxable year in which the Participant’s “separation from service” occurs. Except as otherwise expresslyprovided herein, to the extent any expense reimbursement or the provision of any in-kind benefit underthis Plan is determined to be subject to Section 409A of the Code, the amount of any such expenseseligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affectthe expenses eligible for reimbursement in any other taxable year (except for any life-time or otheraggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursedafter the last day of the calendar year following the calendar year in which the Participant incurred suchexpenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit besubject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in thisPlan or elsewhere, any tax-gross up must in all events be paid by the end of the Participant’s taxableyear next following the taxable year in which the Participant remits the taxes. 22. Effective Date. The Plan shall be effective as of June 30, 2014 (the “Effective Date”). Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. SCHEDULE AJohn C. HadjipaterasJohn C. LycourisTheodore B. YoungAlexander C. Hadjipateras Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit AFORM OF CIC SEPARATION AGREEMENT AND RELEASE (HEREIN “AGREEMENT”) Dorian LPG Ltd. (the “Company”) and _______________ (“Executive”) agree as follows:1. Executive’s employment with the Company will terminate effective [Date].2. In consideration of Executive’s undertakings herein, the Company will pay the amounts setforth in Section 4 of the Company’s Executive Severance and Change in Control Severance Plan (the“CIC Severance Plan”), less required deductions (including, but not limited to, federal, state and localtax withholdings) as separation/severance pay (the “Severance Payments”). The Severance Paymentswill be paid in accordance with the CIC Severance Plan. Payment of the Severance Payments iscontingent upon the execution of this Agreement by Executive and Executive’s compliance with allterms and conditions of this Agreement and the CIC Severance Plan. Executive agrees that if thisAgreement does not become effective, the Company shall not be required to make any furtherpayments to Executive pursuant to this Agreement or the CIC Severance Plan and shall be entitled torecover all payments already made by it (including interest thereon).3. Executive understands and agrees that any amounts that Executive owes the Company,including any salary or other overpayments related to Executive’s employment with the Company, willbe offset and deducted from Executive’s final paycheck from the Company. Executive specificallyauthorizes the Company to offset and deduct any such amounts from his final paycheck. Executiveagrees and acknowledges that, to the extent the amount of Executive’s final paycheck is not sufficientto repay the full amount that Executive owes to the Company, if any, the full remaining amount owedto the Company, if any, will be offset and deducted from the amount of the Severance Payments.Executive specifically authorizes the Company to offset and deduct any such amounts from hisSeverance Payments.4. Executive agrees that, after payment of Executive’s final paycheck on [Date] and theSeverance Payments, Executive will have received all compensation and benefits that are due andowing to Executive by the Company, including but not limited to salary, vacation pay, bonus,commissions and incentive/override compensation.5. Executive represents that he has returned to the Company all property or information,including, without limitation, all reports, files, memos, plans, lists, or other records (whetherelectronically stored or not) belonging to the Company or its affiliates, including copies, extracts orother documents derived from such property or information. Executive will immediately forfeit allrights and benefits under this Agreement and the CIC Severance Plan, including, without limitation, theright to receive any Severance Payment if Executive, directly or indirectly, at any time (i) discloses toany third party or entity any trade secrets or other proprietary or confidential information pertaining tothe Company or any of its affiliates or uses such secrets or information without the prior written consentof the General Counsel of the Company or (ii) takes any actions or makes or publishes any statements,written or oral, or instigates, assists or participates in the making or publication of any such statementswhich libel, slander or disparage the Company or any of its past or present directors, officers oremployees. Nothing in this Agreement shall prevent or prohibit Executive or the Company fromresponding to an order, subpoena, other legal process or regulatory inquiry directed to them or fromproviding information to or making a filing with a governmental or regulatory body. Executive agreesthat upon learning of any order, subpoena or other legal process seeking information that wouldotherwise be prohibited from disclosure under this Agreement, he will promptly notify the Company, inwriting, directed to the Company’s General Counsel. In the event disclosure is so required, Executiveagrees not to oppose any action by the Company to seek or obtain a protective order or otherappropriate remedy. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. [6. Executive agrees that Executive’s Employment and Confidentiality Agreement (the“Employment and Confidentiality Agreement”) shall continue to be in full force and effect, includingbut not limited to all non-competition and non-solicitation provisions contained therein.]7. Executive hereby represents that he has not filed any action, complaint, charge, grievance orarbitration against the Company or any of its affiliates in connection with any matters relating, directlyor indirectly, to his employment, and covenants and agrees not to file any such action, complaint orarbitration or commence any other judicial or arbitral proceedings against the Company or any of itsaffiliates with respect to events occurring prior to the termination of his employment with the Companyor any affiliates thereof.8. Effective on [Date], the Company will cease all health benefit coverage and other benefitcoverage for Executive.9. GENERAL RELEASE – Effective as of the Effective Date, and in return for the considerationset forth above, Executive agrees not to sue or file any action, claim, or lawsuit against the Company,agrees not to pursue, seek to recover or recover any alleged damages, seek to obtain or obtain any otherform of relief or remedy with respect to, and cause the dismissal or withdrawal of, any lawsuit, action,claim, or charge against the Company, and Executive agrees to waive all claims and release and foreverdischarge the Company, its officers, directors, subsidiaries, affiliates, parents, attorneys, shareholdersand employees from any claims, demands, actions, causes of action or liabilities for compensatorydamages or any other relief or remedy, and obligations of any kind or nature whatsoever, based on anymatter, cause or thing, relating in any way, directly or indirectly, to his employment, from the beginningof time through the Effective Date of this Agreement, whether known or unknown, fixed or contingent,liquidated or unliquidated, and whether arising from tort, statute, or contract, including, but not limitedto, any claims arising under or pursuant to the California Fair Employment and Housing Act, Title VIIof the Civil Rights Act of 1964, the Civil Rights Act of 1871, the Civil Rights Act of 1991, theAmericans with Disabilities Act, the Rehabilitation Act, the Family and Medical Leave Act of 1993, theOccupational Safety & Health Act, the Employee Retirement Income Security Act of 1974, the OlderWorkers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, theFair Labor Standards Act, the Age Discrimination in Employment Act of 1967 (“ADEA”), New YorkState Labor Law, New York State Human Rights Law, New York Human Rights Law, and any otherstate, federal, city, county or local statute, rule, regulation, ordinance or order, or the national or locallaw of any foreign country, any claim for future consideration for employment with the Company, anyclaims for attorneys’ fees and costs and any employment rights or entitlement law, and any claims forwrongful discharge, intentional infliction of emotional distress, defamation, libel or slander, payment ofwages, outrageous behavior, breach of contract or any duty allegedly owed to Executive, discriminationbased upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation, oranother unlawful criterion or circumstance, and any other theory of recovery. It is the intention of theparties to make this release as broad and as general as the law permits.[Executive acknowledges that he is aware of, has read, has had explained to him by his attorneys,understands and expressly waives any and all rights he has or may have under Section 1542 of theCalifornia Civil Code, which provides as follows:“A general release does not extend to claims which the creditor does not know or suspect to exist in hisfavor at the time of executing the release, which if known by him must have materially affected hissettlement with the debtor.”][For California employees].10. Executive acknowledges that he may later discover facts different from or in addition to thosewhich he knows or believes to be true now, and he agrees that, in such event, this Agreement shall Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. nevertheless remain effective in all respects, notwithstanding such different or additional facts or thediscovery of those facts.11. This Agreement may not be introduced in any legal or administrative proceeding, or othersimilar forum, except one concerning a breach of this Agreement or the CIC Severance Plan.12. Executive acknowledges that Executive has made an independent investigation of the facts,and does not rely on any statement or representation of the Company in entering into this Agreement,other than those set forth herein.13. Executive agrees that, without limiting the Company’s remedies, should he commence,continue, join in, or in any other manner attempt to assert any claim released in connection herewith, orotherwise violate in a material fashion any of the terms of this Agreement, the Company shall not berequired to make any further payments to the Executive pursuant to this Agreement or the CICSeverance Plan and shall be entitled to recover all payments already made by it (including interestthereon), in addition to all damages, attorneys’ fees and costs the Company incurs in connection withExecutive’s breach of this Agreement. Executive further agrees that the Company shall be entitled tothe repayments and recovery of damages described above without waiver of or prejudice to the releasegranted by him in connection with this Agreement, and that his violation or breach of any provision ofthis Agreement shall forever release and discharge the Company from the performance of itsobligations arising from the Agreement.14. Executive has been advised and acknowledges that he has been given forty-five (45) days tosign this Agreement, he has seven (7) days following his signing of this Agreement to revoke andcancel the terms and conditions contained herein, and the terms and conditions of this Agreement shallnot become effective or enforceable until the revocation period has expired (the “Effective Date”).15. Executive acknowledges that Executive has been advised hereby to consult with, and hasconsulted with, an attorney of his choice prior to signing this Agreement.16. Executive acknowledges that Executive has fully read this Agreement, understands thecontents of this Agreement, and agrees to its terms and conditions of his own free will, knowingly andvoluntarily, and without any duress or coercion.17. Executive understands that this Agreement includes a final general release, and that Executivecan make no further claims against the Company or the persons listed in Section 9 of this Agreementrelating in any way, directly or indirectly, to his employment. Executive also understands that thisAgreement precludes Executive from recovering any damages or other relief as a result of any lawsuit,grievance, charge or claim brought on Executive’s behalf against the Company or the persons listed inSection 9 of this Agreement.18. Executive acknowledges that Executive is receiving adequate consideration (that is in additionto what Executive is otherwise entitled to) for signing this Agreement.19. This Agreement and the CIC Severance Plan constitute the complete understanding betweenExecutive and the Company regarding the subject matter hereof and thereof. No other promises oragreements regarding the subject matter hereof and thereof will be binding unless signed by Executiveand the Company.20. Executive and the Company agree that all notices or other communications required orpermitted to be given under the terms of this Agreement shall be given in accordance with Section 9 ofthe CIC Severance Plan.21. Executive and the Company agree that any disputes relating to any matters covered under theterms of this Agreement shall be resolved in accordance with Section 10 of the CIC Severance Plan. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 22. By entering into this Agreement, the Company does not admit and specifically denies anyliability, wrongdoing or violation of any law, statute, regulation or policy, and it is expressly understoodand agreed that this Agreement is being entered into solely for the purpose of amicably resolving allmatters of any kind whatsoever between Executive and the Company.23. In the event that any provision or portion of this Agreement shall be determined to be invalidor unenforceable for any reason, the remaining provisions or portions of this Agreement shall beunaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.24. The respective rights and obligations of the parties hereunder shall survive any termination ofthis Agreement to the extent necessary for the intended preservation of such rights and obligations.25. Unless expressly specified elsewhere in this Agreement, this Agreement shall be governed byand construed and interpreted in accordance with the laws of the State of New York without referenceto the principles of conflict of law.26. This Agreement may be executed in one or more counterparts. DORIAN LPG LTD. EXECUTIVE By: Title: Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.5REGISTRATION RIGHTS AGREEMENTThis REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of June 3, 2014,by and between Kensico Capital Management Corporation, Kensico Partners, LP, Kensico Associates, LP,Kensico Offshore Fund Master, Ltd and Kensico Offshore Fund II Master Ltd. (collectively, the“Shareholder”), and Dorian LPG Ltd., a Marshall Islands corporation (the “Company” and together with theShareholder, the “Parties” and each a “Party”).W I T N E S S E T H:WHEREAS, the Shareholder holds 4,592,172 Common Shares (as defined below) of the Company, asof the date of this Agreement, and upon the acquisition of an additional 3,422,665 Common Shares which theShareholder has agreed to acquire, will hold approximately 14.0% of the issued and outstanding CommonShares of the Company;WHEREAS, the Company’s Common Shares are listed on the New York Stock Exchange; andWHEREAS, the Parties desire to establish the Shareholder’s right and the Company’s obligation tocause the registration of the Registrable Securities (as defined below) pursuant to the Securities Act (as definedbelow).NOW, THEREFORE, in consideration of the premises, representations, warranties, covenants andagreements contained herein, and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, intending to be legally bound hereby, the Parties hereby agree as follows:ARTICLE I DEFINITIONSSection 1.01 Definitions. When used in this Agreement with initial capital letters, the following termshave the meanings specified or referred to in this Section 1.01: “Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (includingthrough one or more intermediaries), controls, is controlled by, or is under common control with, such Person,including any partner, member, stockholder or other equity holder of such Person or manager, director, officeror employee of such Person. For purposes of this definition, “control,” when used with respect to any specifiedPerson, shall mean the power, direct or indirect, to direct or cause the direction of the management and policiesof such Person, whether through ownership of voting securities or partnership or other ownership interests, bycontract or otherwise; and the terms “controlling’ and “controlled” shall have correlative meanings.“Agreement” has the meaning set forth in the Preamble.“Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws(including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations ororders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c)any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, oragreements with, any Governmental Authority.“Board” means the Board of Directors of the Company.“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banksin the City of New York are authorized or required to close. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. “Demand Registration” has the meaning set forth in Section 2.01.“Capital Stock” means any preferred stock, the Common Shares and any other class or series of capitalstock or other equity securities of the Company, whether authorized as of or after the date hereof.“Commission” shall mean the U.S. Securities and Exchange Commission.“Common Share” means, the common shares of the Company, par value $0.01 per share, and anyother class of common stock of the Company and any securities issued in respect thereof, or in substitutiontherefore, in connection with any stock split, dividend or combination, or any reclassification, recapitalization,merger, consolidation, exchange or similar reorganization.“Company” has the meaning set forth in the Preamble.“Company Subsidiary” means any Subsidiary of the Company.“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federalstatute, and the rules and regulations thereunder, which shall be in effect at the time.“Fiscal Year” means the twelve (12) month period ending March 31.“Fully Diluted Basis” means, as of any date of determination: (a) with respect to all Capital Stock, allissued and outstanding Capital Stock of the Company and all Capital Stock issuable upon the exercise orconversion of any outstanding Stock Equivalents as of such date, whether or not such Stock Equivalent is atthe time exercisable or convertible; or (b) with respect to any specified type, class or series of Capital Stock, allissued and outstanding shares of Capital Stock designated as such type, class or series and all such designatedshares of Capital Stock issuable upon the conversion or exercise of any outstanding Stock Equivalents as ofsuch date, whether or not such Stock Equivalent is at the time exercisable or convertible.“GAAP” means United States generally accepted accounting principles in effect from time to time.“Governmental Authority” means any federal, state, local or foreign government or politicalsubdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to theextent that the rules, regulations or orders of such organization or authority have the force of law), or anyarbitrator, court or tribunal of competent jurisdiction.“Initial Public Offering” means the first to occur of the initial sale of Common Shares of theCompany in a public offering, by the Company in an underwritten public offering led by a nationallyrecognized underwriting firm and/or, if agreed by the Company and the Shareholders, by a shareholder of theCompany pursuant to an effective registration statement under the Securities Act. “Inspector” has the meaning set forth in Section 2.04(a).“Listing” means the listing of the Common Shares on the New York Stock Exchange or NasdaqGlobal Select Market other than in connection with an Initial Public Offering, if agreed by the Company andthe Shareholders.“Lock-Up Period” has the meaning set forth in Section 2.03(a).“Long-Form Registration” has the meaning set forth in Section 2.01(a).“Person” means an individual, corporation, partnership, joint venture, limited liability company,Governmental Authority, unincorporated organization, trust, association or other entity. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. “Piggyback Registration” has the meaning set forth in Section 2.02(a).“Prospectus” means the prospectus or prospectuses included in any Registration Statement, asamended or supplemented by any prospectus supplement with respect to the terms of the offering of anyportion of the Registrable Securities covered by such Registration Statement and by all other amendments andsupplements to the prospectus, including post-effective amendments and all material incorporated by referencein such prospectus or prospectuses.“Records” shall have the meaning set forth in Section 2.04(a).“Registrable Securities” means (a) any shares of Common Shares held by the Shareholder or issuableupon conversion, exercise or exchange of Shares owned by the Shareholder at any time, and (b) any CommonShares issued or issuable with respect to any shares described in subsection (a) above by way of a stockdividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidationor other reorganization (it being understood that for purposes of this Agreement, a Person shall be deemed to bea holder of Registrable Securities whenever such Person has the right to then acquire or obtain from theCompany any Registrable Securities, whether or not such acquisition has actually been effected). As to anyparticular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a RegistrationStatement covering such securities has been declared effective by the Commission and such securities havebeen disposed of pursuant to such effective Registration Statement, (ii) such securities are sold undercircumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force)under the Securities Act are met, (iii) such securities are otherwise transferred and such securities may be resoldwithout subsequent registration under the Securities Act, or (iv) such securities shall have ceased to beoutstanding.“Registration Statement” means any registration statement of the Company which covers any of theRegistrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments andsupplements to such Registration Statement, including post-effective amendments, all exhibits and allmaterials incorporated by reference in such Registration Statement.“Representative” means, with respect to any Person, any and all directors, officers, employees,consultants, financial advisors, counsel, accountants and other agents of such Person. “Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, andthe rules and regulations thereunder, which shall be in effect at the time.“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxesapplicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder ofRegistrable Securities, except for the reasonable fees and disbursements of counsel for the holders ofRegistrable Securities required to be paid by the Company pursuant to Section 2. “Shareholder” has the meaning set forth in the Preamble.“Shares” means (a) the Common Shares; (b) preferred stock; and (c) any other Capital Stock, in eachcase together with any Stock Equivalents thereon, purchased, owned or otherwise acquired by a Shareholder asof or after the date hereof, and any securities issued in respect of any of the foregoing, or in substitutiontherefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization,merger, consolidation, exchange or similar reorganization.“Short-Form Registration” has the meaning set forth in Section 2.01(a).“Stock Equivalents” means any option to purchase any Capital Stock or any other security orobligation that is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for Shares,and any option, warrant or other right to subscribe for, purchase or acquire Shares or Stock Equivalents(disregarding any restrictions or limitations on the exercise of such rights). Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. “Subsidiary” means, with respect to any Person, any other Person of which a majority of theoutstanding shares or other equity interests having the power to vote for directors or comparable managers areowned, directly or indirectly, by the first Person.ARTICLE II REGISTRATION RIGHTSSection 2.01 Demand Registration Right.(a) Commencing upon the earlier of (i) the expiration of the Lock Up Period and (ii) October 1,2014, if a registration statement for an Initial Public Offering has not been declared effective by theCommission by such date (provided however, that the Shareholder shall not exercise its registration rightsunder this clause (ii) if by September 30, 2014 the Company has filed a registration statement relating to theInitial Public Offering with the Commission that is publicly available on the Commission’s EDGAR websiteand continues to use its commercially reasonable best efforts to complete the Initial Public Offering), theShareholder may request registration under the Securities Act of all or any portion of its Registrable Securitiesrepresenting not less than seven and one-half percent (7.5%) of the issued and outstanding Common Shares orhaving an aggregate market value of at least $30.0 million on Form F-1 or S-1 or any successor form thereto(each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximatenumber of Registrable Securities required to be registered and whether or not the registration is to be made on adelayed or continuous basis pursuant to Rule 415 of the Securities Act. The Company shall cause aRegistration Statement on Form F-1 or S-1 (or any successor form) to be filed with the Commission withinforty-five (45) days after the date on which the initial request is given and shall use its commerciallyreasonable best efforts to cause such Registration Statement to be declared effective by the Commission assoon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration morethan three times for the Shareholder, and a Registration Statement shall not count as a Long-Form Registrationrequested under this Section 2.01(a) unless and until it has become effective and the Shareholder is able toregister and sell at least two-thirds (66.67%) of the Registrable Securities requested to be included in suchregistration.(b) After the Initial Public Offering or the Listing, the Company shall use its best efforts toqualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statementon Form F-3 or S-3 or any successor form thereto. At such time as the Company shall have qualified for the useof a Registration Statement on Form F-3 or S-3, the Shareholder shall have the right to request an unlimitednumber of registrations, each of all or any portion of its Registrable Securities representing not less than fivepercent (5%) of the issued and outstanding Common Shares or having an aggregate market value of at least$15 million, on Form F-3 or S-3 or any similar short-form registration (each a “Short-Form Registration” and,together with each Long-Form Registration, a “Demand Registration”). Each request for a Short-FormRegistration shall specify the approximate number of Registrable Securities requested to be registered. TheCompany shall cause a Registration Statement on Form F-3 or S-3 (or any successor form) to be filed with theCommission within forty-five (45) days after the date on which the initial request is given and shall use itscommercially reasonable best efforts to cause such Registration Statement to be declared effective by theCommission as soon as practicable thereafter.(c) The Company shall not be obligated to effect any Demand Registration within sixty (60)days after the effective date of a previous Demand Registration or a previous Piggyback Registration in whichholders of Registrable Securities were permitted to register, and actually sold, at least two-thirds (66.67%) of itsRegistrable Securities requested to be included therein. The Company may postpone for up to thirty (30) daysthe filing or effectiveness of a Registration Statement for a Demand Registration if the Company’s Boarddetermines in its reasonable good faith judgment that such Demand Registration would (i) materially interferewith a significant acquisition, corporate organization or other similar transaction involving the Company; (ii)require premature disclosure of material information that the Company has a bona fide business purpose forpreserving as confidential; or (iii) render the Company unable to comply with requirements under theSecurities Act or Exchange Act; provided, that in such event the holders of a majority of the RegistrableSecurities initiating such Demand Registration shall be entitled to withdraw such request and, if such request iswithdrawn, such Demand Registration shall not count as one of the permitted Demand Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Registrations hereunder and the Company shall pay all registration expenses in connection with suchregistration. The Company may delay a Demand Registration hereunder only twice within any period of twelveconsecutive months.(d) If the holders of a majority of the Registrable Securities included in a Demand Registrationelect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall soadvise the Company. The holders of a majority of the Registrable Securities included in such DemandRegistration shall select the investment banking firm or firms to act as the managing underwriter orunderwriters in connection with such offering, provided that such selection shall be subject to the consent ofthe Company, which consent shall not be unreasonably withheld or delayed.(e) If a Demand Registration involves an underwritten offering and the managing underwriter ofthe requested Demand Registration advises the Company and the holders of Registrable Securities in writingthat in its opinion the number of Common Shares proposed to be included in the Demand Registration,including all Registrable Securities and all other Common Shares proposed to be included in suchunderwritten offering, exceeds the number of Common Shares which can be sold in such underwritten offeringand/or the number of Common Shares proposed to be included in such registration would adversely affect theprice per share of the Registrable Securities proposed to be sold in such underwritten offering, the Companyshall include in such Demand Registration the number of Registrable Shares requested to be included thereinby the Shareholder and the number of Common Shares proposed to be included therein by any other Persons,allocated pro rata among such holders on the basis of the number of Common Shares (on a fully diluted, asconverted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in suchmanner as they may otherwise agree. If the managing underwriter determines that less than all of theRegistrable Securities proposed to be sold can be included in such offering, then the Registrable Securities thatare included in such offering shall be allocated pro rata among the respective holders thereof on the basis ofthe number of Registrable Securities owned by each such holder.Section 2.02 Piggyback Registration.(a) Whenever the Company proposes to register any of its Common Shares under the SecuritiesAct (other than a registration effected solely to implement an employee benefit plan or in connection with theregistration of shares to be issued as consideration in a business combination or share exchange, or aregistration statement on Forms F-4, S-4, S-8 or any successor form thereto or another form not available forregistering the Registrable Securities for sale to the public), whether for its own account or for the account ofone or more other shareholders of the Company and the form of Registration Statement to be used may be usedfor any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give promptwritten notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) tothe Shareholder of its intention to effect such a registration and, subject to Section 2.02(b) shall include insuch registration all Registrable Securities held by the Shareholder with respect to which the Company hasreceived written requests for inclusion from the Shareholder within ten (10) days after the Company’s noticehas been given. The Company may postpone or withdraw the filing or the effectiveness of a PiggybackRegistration at any time in its sole discretion, without prejudice, however, to the right of the Shareholder toimmediately request that such registration be effected as a Demand Registration. A Piggyback Registrationshall not be considered a Demand Registration for purposes of 0 of this Agreement.(b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of theCompany and the managing underwriter advises the Company and the holders of Registrable Securities (if anyholders of Registrable Securities have elected to include Registrable Securities in such PiggybackRegistration) in writing that in its opinion the number of Common Shares proposed to be included in suchregistration, including all Registrable Securities and all other Common Shares proposed to be included in suchunderwritten offering, exceeds the number of Common Shares which can be sold in such offering and/or thatthe number of Common Shares proposed to be included in any such registration would adversely affect theprice per share of the Common Shares to be sold in such offering, the Company shall include in suchregistration (i) first, the number of Common Shares that the Company proposes to sell; (ii) second, the numberof Common Shares requested to be included therein by holders of Common Shares (other than holders of Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Registrable Securities), allocated among such holders pro rata in such manner as they may agree; and (iii) third,the number of Common Shares requested to be included therein by holders of Registrable Securities, allocatedpro rata among all such holders on the basis of the number of Registrable Securities owned by each such holderor in such manner as they may otherwise agree.(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder ofCommon Shares other than Registrable Securities, and the managing underwriter advises the Company inwriting that in its opinion the number of shares of Common Shares proposed to be included in suchregistration, including all Registrable Securities and all other Common Shares proposed to be included in suchunderwritten offering, exceeds the number of Common Shares which can be sold in such offering and/or thatthe number of Common Shares proposed to be included in any such registration would adversely affect theprice per Common Share to be sold in such offering, the Company shall include in such registration (i) first, thenumber of Common Shares requested to be included therein by the holder(s) requesting such registration; and(ii) second, the Common Shares requested to be included therein by the holders of Registrable Securities andby other holders of Common Shares, allocated pro rata among such holders on the basis of the number ofCommon Shares (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable,owned by all such holders or in such manner as they may otherwise agree.(d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of theCompany, the Company shall select the investment banking firm or firms to act as the managing underwriter orunderwriters in connection with such offering.Section 2.03 Lock-Up Agreement. The Shareholder agrees that in connection with an Initial PublicOffering or any public offering of Capital Stock, and upon the request of the managing underwriter in suchoffering, it shall not, without the prior written consent of such managing underwriter and subject to customaryexceptions, during a period beginning on seven (7) days prior to the effectiveness of such RegistrationStatement and ending on 180 days, for the Initial Public Offering, or 90 days, for any other public offering,after the effectiveness of such Registration Statement (the “Lock Up Period”), (a) offer, pledge, sell, contract tosell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficialownership of or otherwise dispose of, directly or indirectly, any Common Shares or any securities convertibleinto, exercisable for or exchangeable for Common Shares, or (b) enter into any swap or other arrangement thattransfers to another, in whole or in part, any of the economic consequences of ownership of such securities,whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Sharesor such other securities, in cash or otherwise. Section 2.04 Registration Procedures. (a) If and whenever the Shareholder requests that any Registrable Securities be registeredpursuant to the provisions of this Agreement, the Company shall use its commercially reasonable best efforts toeffect the registration and the sale of such Registrable Securities in accordance with the intended method ofdisposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable:(i) subject to Section 2.01(a) and Section 2.01(b), prepare and file with theCommission a Registration Statement with respect to such Registrable Securities and use its reasonable bestefforts to cause such Registration Statement to become effective;(ii) prepare and file with the Commission such amendments, post-effectiveamendments and supplements to such Registration Statement and the Prospectus used in connection therewithas may be necessary to keep such Registration Statement effective until all of such Registrable Securities havebeen disposed of, or, if earlier, in the case of a Long-Form Registration, for a period of not less than 180 days,and to comply with the provisions of the Securities Act with respect to the disposition of such RegistrableSecurities in accordance with the intended methods of disposition set forth in such Registration Statement;(iii) within a reasonable time before filing such Registration Statement, Prospectus oramendments or supplements thereto, furnish to the Shareholder and one counsel for the holders of Registrable Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Securities participating in such registration as a group (selected by the holders of a majority of the RegistrableSecurities included in the registration) copies of such documents proposed to be filed with the Commission,which documents shall be subject to the review, comment and reasonable approval of such counsel;(iv) notify the Shareholder promptly after the Company receives notice thereof, of thetime when such Registration Statement has been declared effective or a supplement to any Prospectus forminga part of such Registration Statement has been filed;(v) furnish to the Shareholder such number of copies of the Prospectus included in suchRegistration Statement (including each preliminary Prospectus) and any supplement thereto (in each caseincluding all exhibits and documents incorporated by reference therein) and such other documents as theShareholder may reasonably request in order to facilitate the disposition of the Registrable Securities;(vi) use its reasonable best efforts to register or qualify such Registrable Securitiesunder such other securities or “blue sky” laws of such jurisdictions as the Shareholder reasonably requests anddo any and all other acts and things which may be reasonably necessary or advisable to enable the Shareholderto consummate the disposition in such jurisdictions of the Registrable Securities; provided, that the Companyshall not be required to qualify generally to do business, subject itself to general taxation or consent to generalservice of process in any jurisdiction where it would not otherwise be required to do so but for this Section2.04(a)(vi);(vii) notify the Shareholder at any time when a Prospectus relating thereto is required tobe delivered under the Securities Act, of the happening of any event as a result of which the Prospectusincluded in such Registration Statement contains an untrue statement of a material fact or omits any factnecessary to make the statements therein not misleading, or any supplement or amendment is required tocomply with law, and, at the request of the Shareholder, the Company shall prepare a supplement oramendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities,such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary tomake the statements therein not misleading or comply with law;(viii) make available for inspection by the Shareholder, any underwriter participating inany disposition pursuant to such Registration Statement and any attorney, accountant or other agent retainedby the Shareholder or any underwriter (collectively, the “Inspectors”), all financial and other records, pertinentcorporate documents and properties of the Company (collectively, the “Records”), and cause the Company'sofficers, directors and employees to supply all information reasonably requested by any such Inspector inconnection with such Registration Statement and customary in such a transaction;(ix) provide a transfer agent and registrar (which may be the same entity) and obtain aCUSIP number for all such Registrable Securities not later than the effective date of such registration;(x) use its reasonable best efforts to cause such Registrable Securities to be listed oneach national securities exchange on which the Common Shares are then listed or, if the Common Shares arenot then listed, on the NYSE or Nasdaq;(xi) in connection with an underwritten offering, enter into such customary agreements(including underwriting and lock-up agreements in customary form) and take all such other customary actionsas such selling Shareholders or the managing underwriter of such offering reasonably request in order toexpedite or facilitate the disposition of such Registrable Securities, including, without limitation, making anynecessary filings and taking any actions necessary to comply with the requirements of the Financial IndustryRegulatory Authority, Inc., and making appropriate officers of the Company available to participate in “roadshow” and other customary marketing activities (including one-on-one meetings with prospective purchasersof the Registrable Securities);(xii) otherwise use its reasonable best efforts to comply with all applicable rules andregulations of the Commission and make available to its shareholders an earnings statement (in a form that Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than thirty (30)days after the end of the 12-month period beginning with the first day of the Company's first full fiscal quarterafter the effective date of such Registration Statement, which earnings statement shall cover said 12-monthperiod, and which requirement will be deemed to be satisfied if the Company timely files complete andaccurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule158 under the Securities Act;(xiii) furnish to the Shareholder and each underwriter, if any, with (i) a legal opinion ofthe Company’s outside counsel, dated the effective date of such Registration Statement (and, if suchregistration includes an underwritten public offering, dated the date of the closing under the underwritingagreement), in form and substance as is customarily given in opinions of the Company’s counsel tounderwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company’s independentcertified public accountants in form and substance as is customarily given in accountants' letters tounderwriters in underwritten public offerings;(xiv) without limiting Section 2.04(a)(vi) above, use its reasonable best efforts to causesuch Registrable Securities to be registered with or approved by such other governmental agencies orauthorities as may be necessary by virtue of the business and operations of the Company to enable the holdersof such Registrable Securities to consummate the disposition of such Registrable Securities in accordance withtheir intended method of distribution thereof;(xv) notify the Shareholder promptly of any request by the Commission for theamending or supplementing of such Registration Statement or Prospectus or for additional information;(xvi) advise the Shareholder promptly after it shall receive notice or obtain knowledgethereof, of the issuance of any stop order by the Commission suspending the effectiveness of such RegistrationStatement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonablebest efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible momentif such stop order should be issued;(xvii) to the extent deemed to be an underwriter or a controlling person of the Company,to permit the Shareholder to participate in the preparation of such Registration Statement and to require theinsertion therein of language, furnished to the Company in writing, which in the reasonable judgment of theShareholder and its counsel should be included;(xviii) otherwise use its reasonable best efforts to take all other steps necessary to effectthe registration of such Registrable Securities contemplated hereby.(b) Expenses. All expenses (other than Selling Expenses) incurred by the Company incomplying with its obligations pursuant to this Agreement and in connection with the registration anddisposition of Registrable Securities, including, without limitation, all registration and filing fees,underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to orrequired by any such registration, fees and expenses of complying with securities and “blue sky” laws, printingexpenses, fees and expenses of the Company’s counsel and accountants, and reasonable fees and expenses ofone counsel for the holders of Registrable Securities participating in such registration as a group (selected bythe holders of a majority of the Registrable Securities included in the registration) shall be paid by theCompany in connection with any Short-Form Registration and up to three Long-Form Registrations. AllSelling Expenses relating to Registrable Securities registered pursuant to this Agreement shall be borne andpaid by the holders of such Registrable Securities, in proportion to the number of Registrable Securitiesregistered for each such Shareholder.Section 2.05 Indemnification.(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, eachholder of Registrable Securities, such holder's officers, directors, managers, members, partners, Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of such holder ofRegistrable Securities and each other Person, if any, who controls any of the foregoing Persons within themeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims,actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may becomesubject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities orexpenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained inany Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission oralleged omission of a material fact required to be stated therein or necessary to make the statements therein notmisleading, or any violation or alleged violation by the Company of the Securities Act or any other similarfederal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company andrelating to action or inaction required of the Company in connection with any such registration, qualificationor compliance; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any ofthem in connection with investigating or defending any such loss, claim, action, damage or liability, exceptinsofar as the same are caused by or contained in any information furnished in writing to the Company by suchholder expressly for use therein or by such holder's failure to deliver a copy of the Registration Statement,Prospectus, free-writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or anyamendments or supplements thereto (if the same was required by Applicable Law to be so delivered) after theCompany has furnished such holder with a sufficient number of copies of the same a reasonable amount of timeprior to any written confirmation of the sale of Registrable Securities.(b) In connection with any Registration Statement in which a holder of Registrable Securities isparticipating, each such holder shall furnish to the Company in writing such information and affidavits as theCompany reasonably requests for use in connection with any such Registration Statement or Prospectus and, tothe extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company,each officer of the Company who shall sign such Registration Statement, each underwriter, broker and eachPerson who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act orSection 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resultingfrom any untrue or alleged untrue statement of material fact contained in the Registration Statement,Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under theSecurities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of amaterial fact required to be stated therein or necessary to make the statements therein not misleading, but onlyto the extent that such untrue statement or omission is contained in any information or affidavit so furnished inwriting by such holder; provided, that the obligation to indemnify shall be limited to the net proceeds (afterunderwriting fees, commissions or discounts) actually received by such holder from the sale of RegistrableSecurities pursuant to such Registration Statement.(c) Promptly after receipt by an indemnified party of notice of the commencement of any actioninvolving a claim referred to in this Section 2.05, such indemnified party shall, if a claim in respect thereof ismade against an indemnifying party, give written notice to the latter of the commencement of such action. Thefailure of any indemnified party to notify an indemnifying party of any such action shall not (unless suchfailure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from anyliability in respect of such action that it may have to such indemnified party hereunder. In case any such actionis brought against an indemnified party, the indemnifying party shall be entitled to participate in and toassume the defense of the claims in any such action that are subject or potentially subject to indemnificationhereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, withcounsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying partyto such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not beresponsible for any legal or other expenses subsequently incurred by the indemnified party in connection withthe defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there maybe one or more legal or equitable defenses available to such indemnified party which are additional to orconflict with those available to the indemnifying party, or that such claim or litigation involves or could havean effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks aninjunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, theindemnifying party shall not have the right to assume the defense of such action on behalf of such indemnifiedparty without such indemnified party's prior written Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. consent (but, without such consent, shall have the right to participate therein with counsel of its choice) andsuch indemnifying party shall reimburse such indemnified party and any Person controlling such indemnifiedparty for that portion of the fees and expenses of any counsel retained by the indemnified party which isreasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party isnot entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees andexpenses of more than one counsel for all parties indemnified by such indemnifying party with respect to suchclaim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between suchindemnified party and any other of such indemnified parties with respect to such claim. In such instance, theconflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of theRegistrable Securities included in the registration, at the expense of the indemnifying party. No indemnifyingparty shall, without the written consent of the indemnified party, effect the settlement or compromise of, orconsent to the entry of any judgment with respect to, any pending or threatened action or claim in respect ofwhich indemnification may be sought hereunder (whether or not the indemnified party is an actual or potentialparty to such action or claim) unless such settlement, compromise or judgment (x) includes an unconditionalrelease of the indemnified party from all liability arising out of such action or claim and (y) does not include astatement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnifiedparty. The indemnification provided for hereunder shall not apply to amounts paid in settlement of any suchclaim referred to in this Section 2.05 if such settlement is effected without the prior written consent of theindemnifying party (which consent shall not be unreasonably withheld or delayed).(d) If the indemnification provided for hereunder is held by a court of competent jurisdiction to beunavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred toherein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shallcontribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage,liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party onthe one hand and of the indemnified party on the other in connection with the statements or omissions whichresulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations;provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case ofeach holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees,commissions or discounts) actually received by such holder from the sale of Registrable Securities effectedpursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall bedetermined by reference to, among other things, whether the untrue or alleged untrue statement of a materialfact or the omission or alleged omission to state a material fact relates to information supplied by theindemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission. The parties agree that it wouldnot be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any othermethod or allocation which does not take account of the equitable considerations referred to herein. No Personguilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.Section 2.06 Participation in Underwritten Registrations. No Person may participate in anyregistration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on thebasis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder toapprove such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,underwriting agreements and other documents required under the terms of such underwriting arrangements.Section 2.07 Rule 144 Compliance. With a view to making available to the holders of RegistrableSecurities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commissionthat may at any time permit a holder to sell securities of the Company to the public without registration orpursuant to a registration on Form F-3 or S-3 (or any successor form), the Company shall:(i) make and keep public information available, as those terms are understood and definedin Rule 144 under the Securities Act, at all times after the Registration Date; Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii) use reasonable best efforts to file with the Commission in a timely manner all reportsand other documents required of the Company under the Securities Act and the Exchange Act, at any time afterthe Company has become subject to such reporting requirements; and(iii) furnish to any holder so long as the holder owns Registrable Securities, promptly uponrequest, a written statement by the Company as to its compliance with the reporting requirements of Rule 144under the Securities Act and of the Securities Act and the Exchange Act, a copy of the most recent annual orquarterly report of the Company, and such other reports and documents so filed or furnished by the Companyas such holder may reasonably request in connection with the sale of Registrable Securities withoutregistration.Section 2.08 Preservation of Rights. The Company shall not (a) grant any additional registrationrights to Persons other than the Shareholder which are more favorable than or inconsistent with the rightsgranted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respectto its securities that violates or subordinates the rights expressly granted to the holders of RegistrableSecurities in this Agreement.Section 2.09 Termination. This Agreement shall terminate and be of no further force or effect whenthere shall no longer be any Registrable Securities outstanding.ARTICLE III MISCELLANEOUSSection 3.01 Notices. All notices, demands, requests, consents, approvals and other communicationsrequired or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i)personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid,(iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,telegram or facsimile, addressed as set forth below or to such other address as such Party shall have specifiedmost recently by written notice given in accordance herewith, in each case with a copy to an e-mail addressseparately provided to each other Party. Any notice or other communication required or permitted to be givenhereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurateconfirmation generated by the transmitting facsimile machine, at the address or number designated below (ifdelivered on a Business Day during normal business hours where such notice is to be received), or the firstBusiness Day following such delivery (if delivered other than on a Business Day during normal business hourswhere such notice is to be received) or (b) on the second Business Day following the date of mailing by expresscourier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichevershall first occur. The addresses for such communications shall be:If to the Company:c/o Dorian LPG (USA) LLC27 Signal RoadStamford, CT 06878Tel: (203) 978-1234Fax: (203) 359-8159Email: john.hadjipateras@dorianlpg.comAttention: Presidentwith a copy (which shall not constitute notice) to:Seward & Kissel LLPAttention: Gary J. Wolfe, Esq.One Battery Park PlazaNew York, NY 10004Facsimile: +1-212-480-8421E-Mail: wolfe@sewkis.com Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. If to the Shareholder:Israel FriedmanKensico Capital Management Corp55 Railroad Avenue, 2 floorGreenwich, CT 06830Phone: 203-862-5889Facsimile: 203-862-5801E-mail: regulatory@kensicocapital.comwith a copy (which shall not constitute notice) to:Joe SignorileKensico Capital Management Corp55 Railroad Avenue, 2 floorGreenwich, CT 06830Phone: 203-862-5800Facsimile: 203-862-5801E-mail: accounting@kensicocapital.comEither Party may from time to time change its address for notices under this Section 3.01 bygiving at least ten (10) days’ prior written notice of such changed address to the other Party.Section 3.02 Counterparts. This Agreement may be executed in multiple counterparts, each of whichmay be executed by less than all of the Parties and shall be deemed to be an original instrument, and all ofwhich together shall constitute one and the same instrument. All such counterparts may be delivered betweenthe Parties by facsimile or other electronic transmission, which shall not affect the validity thereof.Section 3.03 Modification or Amendment of Agreement; Waiver. Except as expressly provided inthis Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminatedother than by a written instrument signed by all Parties. The failure of either Party to insist on strictcompliance with this Agreement, or to exercise any right or remedy under this Agreement, shall not constitutea waiver of any rights provided under this Agreement, nor estop the Parties from thereafter demanding full andcomplete compliance nor prevent the Parties from exercising such a right or remedy in the future.Section 3.04 Successors and Assigns. This Agreement shall be binding upon, inure to the benefit ofand be enforceable by the Parties and their respective successors and assigns and permitted transferees.Section 3.05 Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of New York.Section 3.06 Specific Enforcement; Consent to Jurisdiction; Waiver of Jury Trial.(a) The Parties acknowledge and agree that irreparable damage would occur in the event thatany of the provisions of this Agreement were not performed in accordance with their specific terms orwere otherwise breached. It is accordingly agreed that either Party shall be entitled to an injunction orinjunctions to prevent or cure breaches of the provisions of this Agreement by the other Party and toenforce specifically the terms and provisions hereof or thereof, this being in addition to any otherremedy to which either Party may be entitled by law or equity.(b) Each Party (i) hereby irrevocably submits to the jurisdiction of the U.S. District Courtand other courts of the United States sitting in the State of New York for the purposes of ndndSource: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. any suit, action or proceeding arising out of or relating to this Agreement and (ii) hereby waives, andagrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject tothe jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forumor that the venue of the suit, action or proceeding is improper. Each Party consents to process beingserved in any such suit, action or proceeding by mailing a copy thereof to such Party at the address ineffect for notices to it under this Agreement and agrees that such service shall constitute good andsufficient service of process and notice thereof. Nothing in this Section 3.06 shall affect or limit anyright to serve process in any other manner permitted by law. The Parties hereby irrevocably waivetrial by jury in any action, proceeding or claim brought by any Party or beneficiary thereof on anymatter whatsoever arising out of or in any way connected with this Agreement.Section 3.07 Entire Agreement. This Agreement sets forth the entire agreement and understanding ofthe Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements,negotiations and understandings between the Parties, both oral and written, relating to the subject matterhereof.Section 3.08 Severability. Each provision of this Agreement shall be considered separable and, if forany reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, suchinvalidity or illegality shall not impair the operation of or affect the remaining portions of thisAgreement. Upon such determination that any term or other provision is invalid or illegal, the Parties shallnegotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely aspossible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to theextent possible.Section 3.09 Jointly Drafted. This Agreement shall be deemed to have been drafted by all Partiesand, in the event of a dispute, no Party shall be entitled to claim that any provision hereof should be construedagainst any other Party by reason of the fact that it was drafted by one particular Party.Section 3.10 Further Assurances. From and after the date of this Agreement, upon the request of thea Party, each other Party shall execute and deliver such instruments, documents and other writings as may bereasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes ofthis Agreement.[Signature Page Follows] Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date firstwritten above by their respective officers thereunto duly authorized. The Company: DORIAN LPG LTD. By: /s/ Theodore B. Young Name: Theodore B. Young Title: Chief Financial Officer andTreasurer The Shareholder: KENSICO CAPITAL MANAGEMENT CORPORATION on behalf of itself and on behalf of Kensico Partners, LP, Kensico Associates, LP, Kensico Offshore Fund Master, Ltd and Kensico Offshore Fund II Master Ltd. By: /s/ Thomas J. Coleman Name: Thomas J. Coleman Title: Co-President Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 21.1 Subsidiary Country of Incorporation Dorian LPG Management Corp. Marshall IslandsDorian LPG Finance LLC Marshall IslandsDorian LPG (USA) LLC United States (Delaware)Dorian LPG (UK) Ltd United KingdomOccident River Trading Ltd United KingdomCNML LPG Transport LLC Marshall IslandsCJNP LPG Transport LLC Marshall IslandsCMNL LPG Transport LLC Marshall IslandsGrendon Tanker LLC Marshall IslandsComet LPG Transport LLC Marshall IslandsCorsair LPG Transport LLC Marshall IslandsCorvette LPG Transport LLC Marshall IslandsConcorde LPG Transport LLC Marshall IslandsConstellation LPG Transport LLC Marshall IslandsCommander LPG Transport LLC Marshall IslandsDorian Houston LPG Transport LLC Marshall IslandsDorian Shanghai LPG Transport LLC Marshall IslandsDorian Sao Paulo LPG Transport LLC Marshall IslandsDorian Ulsan LPG Transport LLC Marshall IslandsDorian Amsterdam LPG Transport LLC Marshall IslandsDorian Dubai LPG Transport LLC Marshall IslandsDorian Monaco LPG Transport LLC Marshall IslandsDorian Barcelona LPG Transport LLC Marshall IslandsDorian Geneva LPG Transport LLC Marshall IslandsDorian Cape Town LPG Transport LLC Marshall IslandsDorian Tokyo LPG Transport LLC Marshall IslandsDorian Explorer LPG Transport LLC Marshall IslandsDorian Exporter LPG Transport LLC Marshall Islands Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements Nos. 333-200714 and 333-208375 on Form S-3 of our report dated May 27, 2016, relating to the consolidated financial statementsof Dorian LPG Ltd. and our report dated July 29, 2014 relating to the combined financial statements ofthe Predecessor Businesses of Dorian LPG Ltd. appearing in the Annual Report on Form 10-K ofDorian LPG Ltd. for the year ended March 31, 2016. /s/ Deloitte Hadjipavlou Sofianos & Cambanis S.A.Athens, GreeceMay 27, 2016 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 23.2 Consent of Counsel Reference is made to the annual report on Form 10-K of Dorian LPG Ltd. (the “Company”) for the fiscal yearended March 31, 2016 (the “Annual Report”) and the registration statements on Form S-3 (Registration Nos. 333-208375 and 333-200714) of the Company, including the prospectus contained therein (the “Registration Statements”).We hereby consent to (i) the filing of this letter as an exhibit to the Annual Report, which is incorporated by referenceinto the Registration Statements and (ii) each reference to us and the discussions of advice provided by us in the AnnualReport under the section “Item 1. Business—Taxation” and to the incorporation by reference of the same in theRegistration Statements, in each case, without admitting we are “experts” within the meaning of the Securities Act of1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunderwith respect to any part of the Registration Statements. /s/ Seward & Kissel LLP New York, New YorkMay 27, 2016 Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer I, John Hadjipateras, certify that: 1.I have reviewed this annual report on Form 10-K of Dorian LPG Ltd.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of andfor, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared; (b)designed such internal control over financial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles; (c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and (d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions): (a)all significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarizeand report financial information; and (b)any fraud, whether or not material, that involves management or other employees who have a significant role inthe registrant’s internal control over financial reporting. Dated: May 27, 2016/s/ John Hadjipateras John Hadjipateras Chief Executive Officer Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer I, Theodore B. Young, certify that: 1.I have reviewed this annual report on Form 10-K of Dorian LPG Ltd.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of andfor, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared; (b)designed such internal control over financial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles; (c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and (d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions): (a)all significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarizeand report financial information; and (b)any fraud, whether or not material, that involves management or other employees who have a significant role inthe registrant’s internal control over financial reporting. Dated: May 27, 2016/s/ Theodore B. Young Theodore B. Young Chief Financial Officer Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Dated: May 27, 2016/s/ John Hadjipateras John Hadjipateras Chief Executive OfficerExhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Dorian LPG Ltd. (the “Company”), on Form 10-K for the period endedMarch 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, JohnHadjipateras, Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to Rule 13a-14(b)under the Securities and Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that: 1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of1934; and 2.the information contained in the Report fairly presents, in all material respects, the financial condition andresults of operations of the Company. Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Dorian LPG Ltd. (the “Company”), on Form 10-K for the period endedMarch 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Theodore B.Young, Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to Rule 13a-14(b) underthe Securities and Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that: 1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of1934; and 2.the information contained in the Report fairly presents, in all material respects, the financial condition andresults of operations of the Company. Dated: May 27, 2016/s/ Theodore B. Young Theodore B. Young Chief Financial Officer Source: DORIAN LPG LTD., 10-K, May 31, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
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