d1440663_f-1.htm

SELECTED FINANCIAL AND OPERATING DATA

We were formed on July 1, 2013 by Dorian Holdings as a new LPG shipping company primarily focused on owning and operating VLGCs. Our fiscal year end is March 31.

On July 29, 2013, in connection with our formation, we entered into concurrent transactions in which we issued an aggregate of 93,221,621 common shares to Dorian Holdings, SeaDor Holdings and other investors, in exchange for the four vessels in our Initial Fleet, including our assumption of debt obligations associated with the vessels, contracts for the construction of three newbuilding VLGCs and options to acquire an additional three newbuilding VLGCs, and net proceeds of $163 million as described in Note 1 to the consolidated financial statements included herein. On November 26, 2013, we completed the acquisition of 13 VLGC newbuilding contracts, associated deposits to shipyards and cash from Scorpio Tankers, in return for 39,952,123 shares of our common stock, and we simultaneously completed a private placement in Norway of 80,405,405 shares of our common stock for gross proceeds of $245.6 million as described in Note 21 to the consolidated financial statements included herein.

The consolidated financial statements of Dorian LPG Ltd. are presented as of September 30, 2013 and July 1, 2013 (inception) for the balance sheets and the results of operations, cash flows and statements of shareholders' equity are presented for the period July 1, 2013 (inception) to September 30, 2013. The consolidated financial statements at inception include the businesses and assets acquired in the transactions described above. The financial statements for the periods prior to July 29, 2013 represent the combined financial statements of the Predecessor Businesses.

The combined and consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and are in U.S. dollars. See "Management's Discussion and Analysis of Financial Condition and Results of Operations— Consolidated Financial Statements and Combined Financial Statements."

The following table presents historical information as follows:

The selected historical financial data as of and for the fiscal years ended March 31, 2013 and 2012 (audited), have been derived from our combined financial statements included elsewhere in this prospectus, and should be read together with and are qualified in its entirety by reference to such audited combined financial statements.

The selected historical financial data as of and for the period July 1, 2013 (inception) to September 30, 2013 and for the period April 1, 2013 to July 28, 2013 have been derived from our unaudited consolidated and combined financial statements and the notes thereto and, in our opinion, except as described below, have been prepared on a basis consistent with the audited financial statements and include all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of this information.

The following table should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the unaudited consolidated financial statements and related notes thereto, the unaudited and audited combined financial statements and related notes thereto included elsewhere in this prospectus.

	Dorian LPG Ltd.			Predecessor Businesses Of Dorian LPG Ltd.
				Period April		Years Ended March 31,
	Period July 1 (Inception) to September 30, 2013			1, 2013 To July 28, 2013		2013		2012

	(in U.S. dollars, except fleet data)
Statement of Operations Data
Revenues	$	6,055,682		$	15,383,116	$	38,661,846	$	34,571,042
Expenses
Voyage expenses		1,822,424			3,623,872		8,751,257		2,075,698
Voyage expenses - related party		-			198,360		505,926		448,683
Vessel operating expenses		2,175,059			4,638,725		12,038,926		14,410,349
Management fees - related party		872,356			601,202		1,824,000		1,824,000
Depreciation and amortization		1,682,696			3,955,309		12,024,829		11,847,628
General and administrative expenses		12,880			28,204		157,039		80,552
Total expenses		6,565,415			13,045,672		35,301,977		30,686,910
Operating (loss) income		(509,733	)		2,337,444		3,359,869		3,884,132

	Dorian LPG Ltd.			Predecessor Businesses Of Dorian LPG Ltd.
				Period April			Years Ended March 31,
	Period July 1 (Inception) to September 30, 2013			1, 2013 To July 28, 2013			2013			2012

	(in U.S. dollars, except fleet data)
Other income/(expenses)
Interest and finance cost		(649,863	)		(762,815	)		(2,568,985	)		(2,415,855
Interest income		100,039			98			598			504
(Loss)/Gain on derivative, net		(599,148	)		2,830,205			(5,588,479	)		(10,943,316
Foreign currency gain/(loss), net		232,944			(5	)		(53,700	)		2,215
Total other (expenses)/income, net		(916,028	)		2,067,483			(8,210,566	)		(13,356,452
Net (loss)/ income	$	(1,425,761	)	$	4,404,927		$	(4,850,697	)	$	(9,472,320

Loss per common share, basic and diluted	$	(0.02	)		-			-			-
Adjusted EBITDA (1)	$	1,505,946		$	6,292,846		$	15,331,596		$	15,734,479

Fleet Data:
Available days		239			476			1,454			1,423
Operating days		233			461			1,398			1,412
Fleet utilization		97.5	%		96.8	%		96.1	%		99.2

Average Daily Results:
Daily vessel operating expenses	$	8,496		$	9,745		$	8,246		$	9,843


		Dorian LPG Ltd.	Predecessor Businesses of Dorian LPG Ltd.
		As of September 30, 2013	As of March 31,
				2013		2012

		(in U.S. dollars)
Balance Sheet Data
Cash and cash equivalents	$	61,423,091	$	1,041,644	$	2,040,290
Restricted cash, current		66,544,573		-		-
Restricted cash, non-current		4,500,000		-		-
Total assets		385,030,154		194,447,604		203,943,273
Total liabilities		156,464,903		181,689,814		186,334,786
Total shareholders'/owners' equity		228,565,251		12,757,790		17,608,487

(1)

Adjusted EBITDA represents net income before net interest and finance costs, loss/(gain) on derivatives and depreciation and amortization and is used as a supplemental financial measure by management to assess our financial and operating performance. We believe that adjusted EBITDA assists our management and investors by increasing the comparability of our performance from period to period. This increased comparability is achieved by excluding the potentially disparate effects between periods, and depreciation and amortization expense, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including adjusted EBITDA as a financial and operating measure benefits investors in selecting between investing in us and other investment alternatives.

Adjusted EBITDA has certain limitation 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 in accordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income. Adjusted EBITDA as presented below may not be computed consistently with similarly titled measures of other companies and, therefore may not be comparable with other companies.

The following table sets forth a reconciliation of net income to Adjusted EBITDA (unaudited) for the periods presented:

	Dorian LPG Ltd.			Predecessor Businesses of Dorian LPG Ltd.
	Period July 1 (Inception)			Period April			Years Ended March 31
	To September 30, 2013			1, 2013 To July 28,2013			2013			2012

	(in U.S. dollars)

Net (loss)/income	$	(1,425,761	)	$	4,404,927		$	(4,850,697	)	$	(9,472,320	)
Interest and finance cost		649,863			762,815			2,568,985			2,415,855
Loss/(Gain) on derivatives, net		599,148			(2,830,205	)		5,588,479			10,943,316
Depreciation and amortization		1,682,696			3,955,309			12,024,829			11,847,628
Adjusted EBITDA		1,505,946			6,292,846			15,331,596			15,734,479

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with our and our Predecessor Businesses' audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus. Among other things, those financial statements include more detailed information regarding the basis of presentation for the following information. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or "U.S. GAAP," and are presented in U.S. Dollars unless otherwise indicated. The following discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under "Risk Factors" and elsewhere in this prospectus, our actual results may differ materially from those anticipated in these forward-looking statements. Please see the section "Forward-Looking Statements" elsewhere in this prospectus

Overview

We are a Marshall Islands corporation headquartered in the United States and primarily focused on owning and operating VLGCs, each with a cargo-carrying capacity of greater than 80,000 cbm. Our fleet currently consists of four LPG carriers, including three 82,000 cbm VLGCs and one pressurized 5,000 cbm vessel, which we refer to collectively as our Initial Fleet. In addition, we have newbuilding contracts for the construction of 16 new 84,000 cbm VLGCs at Hyundai Heavy Industries Co., Ltd., or Hyundai, and Daewoo Shipping and Marine Engineering Ltd., or Daewoo, both of which are based in South Korea, with scheduled deliveries between July 2014 and January 2016. We refer to these contracts as our VLGC Newbuilding Program.

Our customers include global energy companies such as Statoil, commodity traders such as Petredec, and industrial users. 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, and spot market voyages and shorter-term time charters. Three of our vessels are currently on time charters that are set to expire in 2014.

For the years ended March 31, 2013 and 2012, and for the period April 1, 2013 to July 28, 2013, the combined financial statements include the accounts of the vessel owning companies of our Initial Fleet, which we refer to collectively as our Predecessor or the Predecessor Businesses. Our financial position, results of operations and cash flows reflected in our Predecessor combined financial statements are not indicative of those that would have been achieved had we operated as an independent stand-alone entity for all periods presented or of future results.

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 operations including the following:

Vessel Revenue

Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the amount of daily rates that our vessels earn under our charters, which, in turn, are affected by a number of factors, including levels of demand and supply in the LPG shipping industry; the age, condition and specifications of our vessels; the duration of our charters; the timing of when the profit sharing arrangements are earned; the amount of time that we spend positioning our vessels; the availability of our vessels, which is related to the amount of time that our vessels spend in drydock undergoing repairs and the amount of time required to perform necessary maintenance or upgrade work; and other factors affecting rates for LPG vessels.

We generate revenue by providing seaborne transportation services to customers pursuant to two types of contractual relationships:

Time Charters. A time charter is a contract under which a vessel is chartered for a defined period of time at a fixed daily or monthly rate. Under time charters, we are responsible for providing crewing and other vessel operating services, the cost of which is intended to be covered by the fixed rate, while the customer is responsible for substantially all of the voyage expenses, including bunker fuel consumption, port expenses and canal tolls. LPG is typically transported under a time charter arrangement, with terms ranging up to seven years. In addition, we also have profit sharing arrangements with some of our customers that provide for additional payments above a floor monthly rate (usually up to an agreed ceiling) based on the actual, average daily rate quoted by the Baltic Exchange for Very Large Gas Carriers on the benchmark Ras Tanura-Chiba route over an agreed time period converted to a Time Charter Equivalent monthly rate. For the period July 1 (Inception) to September 30, 2013, approximately 56.0% of our revenue was generated pursuant to time charters.

Voyage Charters. A voyage charter is a contract for transportation of a specified cargo between two or more designated ports. This type of charter is priced on a current or "spot" market rate, typically on a price per ton of product carried. Under voyage charters, we are responsible for all of the voyage expenses in addition to providing the crewing and other vessel operating services. Revenues for voyage charters are more volatile as they are typically tied to prevailing market rates at the time of the voyage. For the period July 1, 2013 (Inception) to September 30, 2013, approximately 44.0% of our revenue was generated pursuant to voyage charters.

Calendar Days. 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 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 scheduled maintenance, which include major repairs, drydockings, vessel upgrades or special or intermediate surveys. We use available days 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 are off-hire for any reason other than scheduled maintenance and for charter voyages less the aggregate number of days our vessels are idle for more than four days in between voyages. We use operating days to measure the number of days in a period that our operating vessels are on hire.

Fleet Utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number 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 for our vessels.

Time Charter Equivalent Rate. Time charter equivalent rate, or "TCE rate", is a measure of the average daily revenue performance of a vessel. TCE rate is a shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., time charters, voyage charters and COAs) under which the vessels may be employed between the periods. Our method of calculating TCE rate is to divide revenue 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 fuel consumption, port expenses, canal fees, charter hire commissions, war risk insurance and security costs. Voyage expenses are typically paid by us under voyage charters and by the charterer under time charters. Accordingly, we generally only incur voyage expenses for our own account when performing voyage charters or during repositioning voyages between time charters for which no cargo is available or travelling to or from drydocking. Our gross revenue under voyage charters are generally higher than under comparable time charters so as to compensate us for bearing all voyage expenses. As a result, our revenue and voyage 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. Vessel operating 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 to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Our vessel operating expenses will increase with the expansion of our fleet and are subject to change because of higher crew costs, higher insurance premiums, unexpected repair expenses and general inflation. Furthermore we expect maintenance costs will increase as our vessels age.

Daily Vessel Operating Expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by calendar days for the relevant time period.

Management Fees – Related Party. Management fees to related parties are paid pursuant to management agreements entered into by each vessel owning subsidiary with Dorian (Hellas) S.A. ("Dorian (Hellas)" or the "Manager"). The Manager provides the financial, strategic, technical, crew and commercial management as well as insurance and accounting services to the vessel owning subsidiaries for a fee of $93,750 per vessel payable one month in advance effective from July 29, 2013. Prior to July 29, 2013 our Predecessor paid a fixed monthly management fee of $40,000 per VLGC and $32,000 for our 5,000 cbm pressurized vessel. In addition, our Manager provides the Company with pre-delivery services until the date of delivery of each newbuilding. Pre-delivery services include engineering and technical support, liaising with the shipyard, and ensuring key suppliers are integrated into the production planning process.

Depreciation and Amortization. We depreciate our vessels on a straight-line basis using an estimated useful life of 25 years and after considering estimated salvage values. Our Predecessor used an estimated useful life of 20 years to 25 years depending on the type of vessel.

We amortize the cost of capitalized drydocking expenditures on a straight-line basis over the period through the date the next drydocking/special survey is scheduled to become due.

General and Administrative Expenses. General and administrative expenses principally consist of the costs incurred in the corporate administration of the vessel and non-vessel owning subsidiaries. Following this offering, we will incur additional expenses as a result of being a publicly-traded corporation, including costs associated with annual reports to shareholders and SEC filings, investor relations and NYSE annual listing fees. We may also grant equity compensation that would result in an expense to us, which may result in an increase in expenses. Please read "Management—Equity Incentive Plan."

Drydocking. We must periodically drydock each of our vessels for any major repairs and maintenance and for inspection of the underwater parts of the vessel that cannot be performed while the vessels are operating and for any modifications to comply with industry certification or governmental requirements. We are required to drydock a vessel once every five years after its fifth anniversary and thereafter every 2.5 years. We capitalize costs associated with the drydockings and amortize these costs on a straight-line basis over the period through the date the next survey is scheduled to become due under the "Deferral" method permitted under U.S. GAAP. Costs incurred during the drydocking period which relate to routine repairs and maintenance are expensed as incurred. The number of drydockings undertaken in a given period and the nature of the work performed determine the level of drydocking expenditures.

Results of Operations—Dorian LPG Ltd.

For the period from July 1, 2013 (Inception) to September 30, 2013

Included in the consolidated financial statements are the unaudited results of operations of Dorian LPG Ltd. for the period from July 1, 2013 to September 30, 2013. The Company remained substantially inactive for the period from July 1, 2013 until July 29, 2013, the date of our business combination with the Predecessor Businesses of Dorian LPG Ltd. The results of operations of the Company for the period July 1, 2013 through September 30, 2013 include the operations of our Initial Fleet, comprising four vessels from the date we acquired them on July 29, 2013.

Revenues

Revenues of $6.1 million for the period July 1, 2013 to September 30, 2013 represent charter hire and voyage charters earned for our three VLGC vessels and our pressurized 5,000 cbm vessel. Revenues from time charter hire earned for our two VLGC vessels and the Grendon amounted to $3.4 million, of which $1.0 million represented profit sharing, and revenues from voyage charter for one VLGC vessel amounted to $2.7 million. The Captain Nicholas was in drydock 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 $1.8 million during the period July 1, 2013 to September 30, 2013. Voyage expenses mainly related to bunkers of $1.5 million, brokers' commissions of $0.1 million and port charges of $0.1 million.

Vessel Operating Expenses

Vessel operating expenses were approximately $2.2 million during the period July 1, 2013 to September 30, 2013, or $8,496 per calendar day. Vessel operating expenses are influenced by the age and size of the vessel, the condition of the vessel and other factors, as discussed above.

Management Fees charged by a related party

Management fees charged by Dorian (Hellas) for the period July 1, 2013 to September 30, 2013 were approximately $0.9 million or $93,750 per vessel per month in accordance with our management agreements entered into with Dorian (Hellas) for the period since the acquisition of our vessels. In addition our Manager charged fees of $15,000 per month for each of the three newbuilding contracts in accordance with a separate agreement with the vessel owning subsidiaries for our newbuildings for the provision of management and technical services as described above. The management fees are charged on a monthly basis per vessel and newbuilding contract and the total fees are affected by the number of vessels in our fleet and the number of newbuilding contracts managed.

Depreciation and Amortization

Depreciation and amortization was approximately $1.7 million for the period July 1, 2013 to September 30, 2013 and mainly relates to depreciation expense for our Initial Fleet from the date of acquisition, July 29, 2013. The depreciation and amortization for a full year for our Initial Fleet is expected to amount to approximately $10.1 million, assuming all other variables are held constant.

Interest and Finance Costs

Interest and finance costs amounted to approximately $0.6 million for the period July 1, 2013 to September 30, 2013, of which $0.4 million related to the interest incurred on our bank debt, and $0.2 million related to the amortization of financing costs and other financial expenses. The average indebtedness during the period was $134.4 million and the outstanding balance of our long-term debt as of September 30, 2013, was $133.5 million.

Interest Income

Interest income amounted to approximately $0.1 million for the period July 1, 2013 to September 30, 2013 derived from short term bank deposits.

Loss on Derivatives – net

Loss on derivatives – net, amounted to approximately $0.6 million for the period July 1, 2013 to September 30, 2013. The net loss on derivatives comprised of a realized loss of $1.0 million, partially offset by an unrealized gain of $0.4 million from the changes in the fair value of the interest rate swaps.

Foreign currency gain

Foreign currency gain amounted to approximately $0.2 million for the period July 1, 2013 to September 30, 2013, comprised mainly of unrealized gains from the cash balances held in Norwegian Kroner as a result of the July 29, 2013 private placement in which consideration received was mainly in Norwegian Kroner.

Results of Operations—Predecessor Businesses of Dorian LPG Ltd.

Also included in this prospectus are the unaudited combined results of operations of the Predecessor Businesses of Dorian LPG Ltd that owned and operated the Captain Nicholas ML, Captain John NP, Captain Markos NL and LPG Grendon, respectively, prior to the sale of the vessels to us, for the period from April 1, 2013 to July 28, 2013 and for the years ended March 31, 2013 and March 31, 2012.

For 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 charters earned for three VLGC vessels and one PGC vessel. Revenues from time charter hire earned for two VLGC vessels and one PGC vessel amounted to $9.2 million, of which $2.7 million represented profit sharing. Revenues from voyage charter for one 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 during the period April 1, 2013 to July 28, 2013. Voyage expenses were comprised mainly of bunkers of $2.8 million, charter hire commissions of $0.4 million, of which $0.2 million was paid to our Manager, other port charges of $0.4 million, and security costs of $0.2 million.

Vessel Operating Expenses

Vessel operating expenses were approximately $4.6 million during the period April 1, 2013 to July 28, 2013, or $9,745 per calendar day compared to $8,246 per calendar day for the year ended March 31, 2013. The higher vessel operating expenses per calendar day for the period to July 28, 2013 are mainly due to higher spares and store costs for one of our vessels due to repairs required during this period. Vessel operating expenses are influenced by the age and size of the vessel, the condition of the vessel, timing of vessel repairs and other factors, as discussed above.

Management Fees charged by a related party

Management fees charged by our Manager for the period April 1, 2013 to July 28, 2013 were approximately $0.6 million related 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, which comprised of depreciation of $3.8 million and amortization of deferred charges from drydock and special survey costs of approximately $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, 2013, of which $0.6 million related to the interest incurred on the loans for the vessels, and $0.2 million related to the amortization of financing costs and other financial expenses.

Gain on Derivatives – net

Gain on derivatives – net, amounted to approximately $2.8 million for the period April 1, 2013 to July 28, 2013. The gain on derivatives comprised of a gain from the changes in the fair value of the interest rate swaps, which amounted to $4.7 million due to an increase in forward Libor curve rates, partially offset by a realized loss of $1.9 million for the period April 1, 2013 to July 28, 2013.

Year ended March 31, 2013 compared to Year ended March 31, 2012

Revenues. Revenues increased by 11.8% to $38.7 million for the year ended March 31, 2013 from $34.6 million for the year ended March 31, 2012, and represent 1,454 available days, an increase of 29 days when compared to the year ended March 31, 2012, primarily due to:

Increases of $4.4 million in charter revenue and $0.5 million in demurrage revenue relating to one VLGC as it transitioned from time charter to voyage charter;

A decrease in profit share revenue of $0.8 million relating to one VLGC as it transitioned from time charter to voyage charter

An increase of $0.4 million in the year ended March 31, 2013 due to no drydockings in the year ended March 31, 2013.

Voyage Expenses. Voyage expenses increased by 323% to $8.8 million for the year ended March 31, 2013, from $2.1 million for the year ended March 31, 2012. The increase of $6.7 million was primarily due to additional costs of bunkers, port expenses, and charter hire commissions from the transition of one of our VLGCs moving from time charter to voyage charter in the year ended March 31, 2013.

Vessel Operating Expenses. Vessel operating expenses decreased by 16.5% or $2.4 million to $12.0 million or $8,246 per calendar day or for the year ended March 31, 2013, from $14.4 million for the year ended March 31, 2012. Vessel operating expenses decreased most significantly in the areas of spares and repairs and maintenance, as drydockings were performed on the Captain John and the Captain Markos during the year ended March 31, 2012 and we took the opportunity to perform routine repairs and maintenance during the drydock period which increases these expenses. There were no drydockings performed in the year ended March 31, 2013. The vessel operating expenses per calendar day amounted to $8,246 and $9,843 per calendar day for the years ended March 31, 2013 and 2012, respectively, mainly due to the decreased spares and repairs and maintenance.

Depreciation and Amortization. Depreciation and amortization expense increased 1.5% to $12.0 million for the year ended March 31, 2013, from $11.8 million for the year ended March 31, 2012. This increase was primarily due to an increase in the amortization of the drydocking costs as a result of the drydockings performed in 2012.

Interest and Finance Costs. Interest and finance costs increased to $2.6 million for the year ended March 31, 2013, from $2.4 million for the year ended March 31, 2012. This increase was primarily due to increases in Libor rates, partially offset by a reduction in principal loan balances.

Loss on derivatives - net. Loss on derivatives – net, decreased by 48.9%, or $5.3 million, to $5.6 million for the year ended March 31, 2013 from $10.9 million for the year ended March 31, 2012. The decrease was due to a reduction in the unrealized losses from the changes in the fair value of the interest rate swaps, amounting to $4.6 million, and due to a reduction in the realized losses amounting to $0.7 million, mainly due to a reduction in the notional amount of the derivative.

Liquidity and Capital Resources

Our business is capital intensive, and its future success depends on our ability to maintain a high-quality fleet through the commissioning of additional newbuildings and the acquisition of modern VLGCs. These investments will be principally subject to our expectation of future market conditions as well as our ability to acquire vessels on favorable terms. As of September 30, 2013, we had cash and cash equivalents of $61.4 million and current and non-current restricted cash of $71.0 million.

Our primary initial sources of capital during the period July 1, 2013 (Inception) through September 30, 2013 were the net proceeds from the private placement of our common stock in July 2013, which amounted to approximately $162.2 million, after the deduction of underwriting discounts and commissions and expenses payable by us, which were used to finance the purchase of the PGC vessel, to make progress payments for our three new VLGCs under construction and for working capital purposes. As of September 30, 2013, we had total outstanding indebtedness of $133.5 million which was assumed from our Predecessor as part of the acquisition of our VLGC vessels, of which $9.6 million is scheduled to be repaid within the next twelve months. We are required to maintain certain minimum liquidity amounts in order to comply with our term loan facility. Please see "—Secured Term Loan Facility.

In addition to operating expenses and financing costs, our medium-term and long-term liquidity needs primarily relate to contractual commitments to build three VLGCs at shipyards, with delivery dates between July 2014 and December 2014. Pursuant to our existing shipbuilding contracts, we are required to remit 40% of the total contract price to shipyards prior to the delivery of the vessels. In addition, we also have unexercised options to build three additional VLGCs to be delivered in the second, third, and fourth quarters of 2015, for $71.9 million per vessel, plus or minus an adjustment for fluctuations in the USD-KRW exchange rate, which will be determined at the time of option exercise.

As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition of additional vessels. We may choose to pursue such opportunities through internal growth or joint ventures or business acquisitions. We intend to finance any future acquisitions through various sources of capital, including credit facilities, debt borrowings and the issuance of additional shares of common stock.

We expect to finance the remaining payments amounting to $187.7 million as of September 30, 2013 for the VLGCs to be delivered between July and December 2014 from available cash through previously issued equity and new borrowings to be negotiated with banks. We intend to finance the VLGC to be delivered in August 2014 entirely with existing restricted cash. Restricted cash will be reduced as advance payments for this vessel are made to the shipyard. As of September 30, 2013, restricted cash relating to this vessel was $66.5 million. This vessel will be pledged to the Royal Bank of Scotland upon its delivery from the shipyard.

As of September 30, 2013, we were in compliance with all of the covenants contained in our loan agreement with RBS. See "—Secured Term Loan Facility" below.

Our dividend policy will also impact our future liquidity position. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. In addition, under the terms of our credit facility, we may only declare or pay any dividends from our free cash flow and may not do so if i) an event of default is occurring or ii) the payment of such dividend would result in an event of default. Our vessel owning subsidiaries who are party to our Secured Term Loan Facility are prohibited from paying dividends without the consent of the lender.

We anticipate that our current financial resources, together with cash generated from operations will be sufficient to fund the operations of our current fleet, including our working capital requirements, for the next 12 months. In the event we acquire any additional vessels or commission any additional newbuildings, we will rely on additional equity and debt financing alternatives.

On October 28, 2013 we entered into an agreement with Scorpio Tankers which was concluded on November 26, 2013. In accordance with the agreement, Scorpio Tankers sold to us its entire portfolio of VLGC newbuilding contracts comprising 13 VLGC contracts, associated deposits to the shipyards of $83.1 million and a cash contribution of $1.9 million, in exchange for 39,952,123 newly issued common shares, representing 30% of our pro-forma outstanding shares. The outstanding commitments on the VLGC contracts acquired are $892.2 million.

Concurrently on November 26, 2013 with the conclusion of the Scorpio Tankers transaction, we completed a private placement of 80,405,405 shares to Norwegian and international institutional investors at a price of NOK 18.50 which represents approximately $245.6 million in gross proceeds. Subsequent to this offering the we have 213,579,149 common shares issued and outstanding.

Cash Flows

The following table summarizes our cash and cash equivalents provided by (used in) operating, financing and investing activities for the periods presented:

		Successor			Predecessor
		(Unaudited)			(Unaudited)
								Predecessor (Audited)
		July 1,2013 to			April 1, 2013			Years ended
		September 30,			to July 28,			March 31,
		2013			2013			2013			2012
Net cash provided by operating activities	$	1,775,111		$	4,670,470		$	8,255,783		$	10,329,677
Net cash used in investing activities		(99,657,241	)		(90,492	)		(469,929	)		(309,717	)
Net cash provided/(used) in financing activities		159,068,145			(5,606,000)			(8,784,500)			(10,397,000)
Net increase/(decrease) in cash and cash equivalents		61,423,091			(1,026,022)			(998,646)			(377,040)

Operating Cash Flows. Net cash provided by operating activities for the period July 1, 2013 to September 30, 2013 amounted to $1.8 million, as a result of favorable movements in working capital which were offset partially by payments for drydocking costs of $165,000.

Predecessor: Net cash provided by operating activities amounted to $4.7 million for the period April 1, 2013 to July 28, 2013 and $8.3 million for the year ended March 31, 2013. This decrease was due primarily to fewer days in the reporting period and a 15.4% reduction in vessel operating expenses per day in the year ended March 31, 2013, offset by an increase in revenue per calendar day of $6,111 in the period ended July 28, 2013. The higher revenue per day was a function of higher profit sharing per day in the prior period.

Net cash provided by operating activities for the year ended March 31, 2013 decreased to $8.3 million from $10.3 million for the year ended March 31, 2012, a decrease of 19.4%. This $2.0 million decrease in net cash provided by operating activities for the year ended March 31, 2013, was primarily due to adverse movements in working capital, offset partially by an increase in revenue per calendar day of $2,867 due to a transition for one of the VLGCs to voyage charter from time charter and a 16.3% decrease in daily vessel operating expenses.

Net cash flow from operating activities depends upon overall profitability of the Company, the timing and amount of payments for: drydocking expenditures, any unscheduled repairs and maintenance activity, fluctuations in working capital balances, bunker costs and market rates to the extent we have vessels employed on voyage charters.

Investing Cash Flows. Net cash used in investing activities of $99.7 million for the period July 1, 2013 to September 30, 2013, which consisted of an increase in restricted cash of $71.1 million, net payments to acquire the Predecessor Businesses of $13.7 million and payments for vessels under construction of $14.9 million.

Predecessor: Net cash used in investing activities decreased to $0.1 million for the period from April 1, 2013 to July 28, 2013 from $0.5 million for the year ended March 31, 2013 as a result of a reduction in payments for vessel improvements. Net cash used in investing activities increased to $0.5 million for the year ended March 31, 2013 from $0.3 million for the year ended March 31, 2012, an increase of 66.7% or $0.2 million. The increase was due mainly to increased payments for vessel improvements.

Financing Cash Flows. Net cash provided by financing activities was $159.0 million for the period July 1, 2013 to September 30, 2013 and consisted of cash proceeds from common shares issuances of $162.8 million, offset partially by repayments of long term debt of $1.7 million, payment of financing costs of $1.5 million and payments relating to equity issuance costs of $0.6 million. Predecessor: Cash used in financing activities amounted to $5.6 million, $ 8.8 million and $10.4 million for the period April 1, 2013 to July 28, 2013, and the years ended March 31 2013 and 2012, respectively, and reflects the scheduled repayments due under our long-term debt.

Capital Expenditures. Liquefied gas transportation is a capital-intensive business, requiring significant investment to maintain an efficient fleet and to stay in regulatory compliance.

During the period July 1, 2013 to September 31, 2013 we acquired the four vessels which comprise our Initial Fleet. For more information on the financing of these acquisitions, see "Business—Equity Private Placements"

We are required to complete a special survey for a vessel once every five years and an intermediate survey every 2.5 years after the first special survey. Drydocking each vessel takes approximately 10-20 days.

We spend significant amounts for scheduled drydocking (including the cost of classification society surveys) for each of our vessels. The Captain Nicholas incurred seventeen days off hire during the period July 1, 2013 (to September 30, 2013 and $644,675 of drydocking costs, of which $165,000 was paid as of September 30, 2013.

As our vessels age and our fleet expands, our drydocking expenses will increase. We estimate the current cost of a special survey to be $1,000,000 and the cost of an intermediate survey to be $500,000. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and classification society survey costs. We are not aware of any future regulatory changes or environmental laws that we expect to have a material impact on our current or future results of operations that we have not already considered. Please see "Risk Factors—Risks Relating to Our Company—We may incur substantial costs for the drydocking or replacement of our vessels as they age."

Secured Term Loan Facility

Dorian LPG Ltd. and certain of our vessel-owning subsidiaries entered into a secured term loan facility with the Royal Bank of Scotland beginning in July 29, 2013 or the "July 29 secured term loan facility," pursuant to which the Company assumed the debt obligations associated with the financing of the vessels that were acquired through the acquisition of CMNL LPG Transport LLC (CMNL), CJNP LPG Transport LLC (CJNP) and CNML LPG Transport LLC (CNML). The prior loan arrangement associated with those vessels required approval from the lender to change the ultimate beneficial owner of the vessels and agreement from the lender to transfer the borrowings to another party. As a consequence, the Company and the lender negotiated new borrowing terms in connection with this transaction. The new terms are described below. The total borrowings outstanding immediately prior to the debt modification and immediately after remained the same.

CMNL, CJNP, CNML and Corsair LPG Transport LLC (Corsair), as joint and several borrowers, and Dorian LPG Ltd as parent guarantor entered into a loan facility for an amount of $135.2 million, which replaced the prior borrowing arrangements of the Predecessor. The 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 Nicolas ML, respectively.

Tranche A is payable in twelve equal semi-annual installments each in the amount of $1.7 million commencing on September 24, 2013 plus a balloon of $27.2 million 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 $1.3 million commencing on November 17, 2013 plus a balloon of $20.5 million 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 $1.8 million commencing on January 21, 2014 plus a balloon of $27.5 million payable concurrently with the last installment on July 21, 2020.

The loan facility bears interest at LIBOR plus a margin of 1.5% per annum until the delivery of the vessel under construction contracted by Corsair but no later than September 30, 2014, upon which the margin will increase to 2.0%. The margin will be increased to 2.5% one year from the delivery of the Corsair Vessel until maturity.

The loan facility is secured by first priority mortgages on the vessels financed and first assignments of all freights, earnings and insurances. In addition the Borrowers are obliged to maintain $66.5 million in a restricted cash account (the "Newbuilding Cash Collateral") which is reduced on the date of the second, third and fourth pre-delivery shipyard installments for the Corsair Vessel to $59.15 million, $51.7 million and $44.4 million, respectively and on delivery of the Corsair Vessel is reduced in full, unless otherwise agreed by the parties. The Corsair Vessel will be mortgaged as security upon delivery.

The loan facility also requires the Borrowers to maintain a minimum market adjusted security cover ratio (the "Security Cover Ratio") equal to at least 125% of the aggregate of the outstanding loan balance and 50% of the related swap exposure up to September 2014 or 100% thereafter, at all times using vessel values received from an approved independent ship broker. In the event of non-compliance the Borrowers will be required within one month of being notified in writing by the lender to make such prepayment or provide such additional security to restore the security cover ratio. In the event the lender agrees to release Corsair or another borrower approved by the lender from joint and several liabilities under the agreement, the minimum market adjusted security cover is adjusted to 175% and the margin will be increased to 2.75%.

The loan facility also contains customary covenants that require the Company to maintain adequate insurance coverage and to obtain the lender's prior consent before changes are made to the flag, class or management of the vessels, or enter into a new line of business. The loan facility also requires that Dorian Holdings maintain a minimum ownership percentage. The loan facility includes customary events of default, including those relating to a failure to pay principal or interest, a breach of covenant, representation and warranty, a cross-default to other indebtedness and non-compliance with security documents, and prohibit the Borrowers from paying dividends. However, the loan facility permits the Borrowers to make expenditures to fund our administration and operation.

We paid arrangement and agency fees at the time of the closing of the July 29 secured loan facility. Agency fees are due annually. Interest on amounts drawn is payable at a rate of U.S. LIBOR plus a bank margin, for interest periods of three, six or twelve months at the Company's option or any period if agreed by the lender.

Prepayments/Repayments. The Borrowers may voluntarily prepay indebtedness under our secured term loan facility at any time, without premium or penalty, in whole or in part upon prior written notice to the facility agent, subject to customary compensation for LIBOR breakage costs. The Borrowers may not reborrow any amount that has been so prepaid.

The loans require semi-annual amortization repayments. Any remaining outstanding principal amounts not otherwise paid must be repaid on the expiration date of the facilities.

Financial Covenants. The secured loan agreement contains the following financial covenants which the Company is required to comply with, calculated on a consolidated basis, determined and defined according to the provisions of the loan agreement:

The ratio of cash flow from operations before interest expense to cash debt service costs (Debt Service Coverage Ratio) shall not be less than 0.75:1 through December 31, 2013, 0.8:1 through December 31, 2014; and 1:1 at all times thereafter.

The Minimum Shareholders' Funds as adjusted for any reduction in the vessel fair market value shall not be less than $85 million;

The ratio of Total Debt to Shareholders Funds shall not exceed 150% at all times;

Minimum cash of $10 million at the end of each quarter and $1.5 million per mortgaged vessel at all times.

Restrictive Covenants. The secured term loan facility provides that the Borrowers may not pay dividends to us. However, the loan facility permits the Borrowers to make expenditures to fund our administration and operation. The secured term loan facility also limits the Borrowers from, among other things, incurring additional indebtedness, or entering into mergers and divestitures, entering into bareboat charters for the Borrowers. The secured term loan facility also contains general covenants that will require the Borrowers to maintain adequate insurance coverage and to maintain their vessels. In addition, the secured term loan facilities include customary events of default, including those relating to a failure to pay principal or interest, a breach of covenant, representation and warranty, a cross-default to other indebtedness and non-compliance with security documents.

Interest Rate Swaps. The Company uses interest rate swaps for the management of interest rate risk exposure. We have five interest rate swap agreements which convert part of our floating interest rate exposure into fixed interest rates in order to economically hedge our exposure to fluctuations in prevailing market interest rates. For more information on our interest rate swap agreements, refer to Note 18 to our unaudited interim condensed consolidated financial statements for the period ended September 30, 2013 included elsewhere in this prospectus.

Contractual Obligations

The following table summarizes our contractual obligations as of September 30, 2013(1):

		Payments due by period
		Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years

Long-term debt obligations	$	133,524,500	$	9,612,000	$	19,224,000	$	19,224,000	$	85,464,500
Interest payments (2)		43,007,556		7,848,425		15,711,169		13,660,886		5,787,076
Remaining payments on vessels under construction (3)		187,686,210		136,817,210		50,869,000
Total	$	364,218,266	$	154,277,635	$	85,804,169	$	32,884,886	$	91,251,576

(1)	Excludes contractual obligations under our management agreements which are expected to terminate in the third financial quarter of 2014.

(2)	Our interest commitment on our long-term debt is calculated based on an as assumed LIBOR rate of 0.3685% (the six-month LIBOR rate as of September 30, 2013), plus the applicable margin for the respective period as per the loan agreement and the estimated net settlement of our interest rate swaps.

(3) Does not include vessel purchase commitments under our VLGC contracts acquired from Scorpio Tankers in November 2013.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties. For a further description of our material accounting policies, please read Note 2 (Summary of Significant Accounting Policies) to the historical consolidated financial statements included elsewhere in this prospectus.

Vessel Depreciation. The cost of our vessels less their estimated residual value is depreciated on a straight-line basis over the vessels' estimated useful lives. We estimate the useful life of each of our vessels to be 25 years from the date the vessel 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. An increase in the useful life of our vessel or in its residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. An increase in the useful life of the vessel may occur as a result of superior vessel maintenance performed, favorable ocean going and weather conditions the vessel is subjected to, superior quality of the shipbuilding or yard, or high freight market rates, which result in owners scrapping the vessels later due to the attractive cash flows. A decrease in the useful life of our vessel or in its residual value would have the effect of increasing the annual depreciation charge. A decrease in the useful life of the vessel may occur as a result of poor vessel maintenance performed, harsh ocean going and weather conditions the vessel is subjected to, or poor quality of the shipbuilding or yard. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, 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 for impairment when events or circumstances indicate the carrying amount of the vessel may not be recoverable. We may recognize an impairment loss when the sum of the expected future cash flows (undiscounted and without interest) of a vessel over its estimated remaining useful life is less than its carrying amount. If we determine that a vessel's undiscounted cash flows are less than its carrying value, we record an impairment loss equal to the amount by which its carrying amount exceeds its fair value. The new lower cost basis would result in a lower annual depreciation than before the impairment.

Considerations in making such an impairment evaluation include comparison of current carrying value to anticipated future operating cash flows, expectations with respect to future operations and other relevant factors. The estimates and assumptions regarding expected cash flows require considerable judgment and are based upon historical experience, financial forecasts and industry trends and conditions. We are not aware of any indicators of impairment nor any regulatory changes or environmental liabilities that we anticipate will have a material impact on our current or future operations.

Drydocking and special survey costs. Drydocking and special survey costs are accounted under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Costs deferred are limited to actual costs incurred at the yard and parts used in the drydocking or special survey. If a survey is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels that are sold are written-off and included in the calculation of the resulting gain or loss in the period of the vessel's sale.

Compliance with New Accounting Standards

We have elected to "opt out" of the extended transition period relating to the exemption from new or revised financial accounting standards under the JOBS Act and, as a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised financial accounting standards is irrevocable.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if currently adopted, would have a material impact on our consolidated financial statements.

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 may in the future use interest rate swaps to manage interest rate risks, but will not use these financial instruments for trading or speculative purposes.

Interest Rate Risk

The LPG shipping industry is capital intensive, requiring significant amounts of investment. Much of this investment is provided in the form of long term debt. Our debt contains interest rates that fluctuate with LIBOR. The Company has entered into interest rate swap agreements to economically hedge its exposure to fluctuations of interest rate risk associated with substantially all of its borrowings. As of March 31, 2013 and 2012, we had economically hedged approximately 97% and 98%, respectively, of our debt to changes in interest rates, and hence we were not materially exposed to interest rate risk. Increasing interest rates could however adversely impact future earnings on new borrowings.

Foreign Currency Exchange Rate Risk

Our primary economic environment is the international LPG shipping market. This market utilizes the U.S. dollar as its 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, the Japanese Yen and the Singapore Dollar. The amount and frequency of some of these expenses, such as vessel repairs, supplies and stores, may fluctuate from period to period. Depreciation in the value of the U.S. dollar relative to other currencies will increase the cost of us paying such expenses. For the years ended March 31, 2013 and 2012, 11% and 15% of our Predecessor's expenses, respectively (excluding depreciation and amortization, interest and finance costs and gain/loss on derivatives), were in currencies other than the U.S. dollar, and we expect the foreign exchange risk associated with these operating expenses to be immaterial. We do not have foreign exchange exposure in respect of our credit facility and interest rate swap agreements, as these are denominated in U.S. dollars.

The portion of our business conducted in other currencies could increase in the future, which could expand our exposure to losses arising from currency fluctuations.

Inflation

Certain of our operating expenses, including crewing, insurance and drydocking costs, are subject to fluctuations as a result of market forces. Crewing costs in particular have risen over the past number of years as a result of a shortage of trained crews. Please read "Risk Factors—We may be unable to attract and retain key management personnel and other employees in the shipping industry without incurring substantial expense as a result of rising crew costs, which may negatively affect the effectiveness of our management and our results of operation." A shortage of qualified officers makes it more difficult to crew our vessels and may increasing our operating costs. If this shortage were to continue or worsen, it may impair out ability to operate and could have an adverse effect on our business, financial condition and operating results" and "Business—Crewing and Staff." Inflationary pressures on bunker (fuel and oil) costs could have a material effect on our future operations if the number of vessels employed on voyage charters increases. In the case of the 3 of our 4 vessels that are time-chartered to third parties, it is the charterers who pay for the fuel. If our vessels are employed under voyage charters, freight rates are generally sensitive to the price of fuel. However, a sharp rise in bunker prices may have a temporary negative effect on our results since freight rates generally adjust only after prices settle at a higher level. Please read "Risk Factors—Changes in fuel, or bunker, prices may adversely affect profits.

Seasonality

Liquefied gases are primarily used for industrial and domestic heating, as a chemical and refinery feedstock, as a transportation fuel and in agriculture. The liquefied gas carrier market is typically stronger in the fall and winter months in anticipation 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. As a result, demand for our vessels may be stronger in our fiscal quarters ending June 30 and September 30 and relatively weaker during our fiscal quarters ending December 31 and March 31, although 12-month time charter rates tend to smooth these short-term fluctuations. To the extent any of our time charters expire during the relatively weaker fiscal quarters ending December 31 and 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 or experience off-hire time for our vessels, which may adversely impact our business, financial condition and operating results. Please read "Our Fleet."


Figure 3: Global LPG exports by region 2013		Figure 4: Global LPG imports by region 2013

The Arabian Gulf is the largest hub for LPG exports, mainly destined for Asian markets. Major exporters include Saudi Arabia, Qatar and the United Arab Emirates ("UAE"). The AG accounts for approximately 50% of world seaborne trade.

The U.S. is however expected to become the largest LPG exporter in the world. While 2013 exports were only at 8.7 million metric tons, these are expected to double by 2017 due to additional export projects from which supplies have already been committed to buyers. The U.S., being distant from the major import markets, has built export facilities principally oriented towards loading VLGCs, which is the primary vessel type used for U.S. exports.

The U.S. has transitioned from being considered as the LPG sector's importer of last resort to the fastest-growing LPG exporter in the world over a five-year time span.

North Europe/Mediterranean seaborne exports come mainly from three countries: Norway and the United Kingdom in the North Sea and Algeria for the Mediterranean region. Altogether these producers account for 60% of Europe/Mediterranean seaborne exports. While Norwegian and UK LPG production are at best likely to remain flat, Algerian output offers great growth potential in the future.

West African exports are primarily made up of Nigerian, Angolan and Equatorial Guinean volumes. These only represent around 5% of international trade annually. However, their importance to the VLGC trade is greater than the market share suggests, as West African exports often act as the global market's swing supplier and are able to create strong ton-mile demand when volumes are directed to the Asian markets.

Australasia (Australia and East Timor) represents the largest exporting hub in the Asia Pacific region. Exports out of this region are based on VLGCs loading for transport to Japan, Korea and China, while new LNG projects currently being built in the region are likely to increase LPG production and exports.

LPG Demand

The largest consumer of LPG globally is the retail market, with around 60% of the total consumption of LPG, represented by consumption of LPG for transport, heating or cooking by end-users such as individuals or businesses. Roughly 200 million metric tons of LPG are consumed annually by the retail sector. The remaining volume, around 40% of total consumption, is absorbed by large bulk applications such as the petrochemical industry or what is termed small bulk applications for industrial use. Within this total consumption, demand is satisfied primarily by local supply (including road, rail and barge), but seaborne imports provide almost 25% of the total. There are around 60 countries involved in seaborne LPG imports. Asia Pacific (mainly Japan, Korea, India and China) and Europe/Mediterranean are the primary importing areas, as the traditional retail (cooking, heating and autogas) demand for propane and butane and the petrochemical industries across both regions offer a large outlet for LPG to be used as feedstock.

Asia is the world's largest importing hub for LPG, absorbing roughly 56% of world seaborne imports. Europe and the Mediterranean countries take roughly 30% of the seaborne market share. Asia is the fastest growing LPG importing area, and with new Propane Dehydrogenation ("PDH") plants being constructed in China and South Korea to provide increased domestic supplies of polypropylene, Asian demand is expected to grow by 45% between 2013 and 2017.

Latin America imports LPG solely for retail purposes. Brazil has been the largest Latin American importer of the product; however, Chile and Ecuador on the Pacific coast are also large importing hubs of LPG. Growth of U.S. exports has prompted a rise in consumption within Central and South America. Between 2009 and 2013, imports of LPG to Latin America grew by 75%.

Retail demand is the backbone of LPG consumption. History has shown that imports for retail demand rarely grow without governmental intervention, typically in the form of subsidies or other benefits for switching fuels. As a result, to remain competitive relative to other, cheaper fuels such as kerosene and firewood, governments are often seen as required to intervene with programs making LPG economically viable for their populace at large. For example, in India the government has promoted the use of LPG in rural areas through a number of subsidies offered. Other countries impose a ceiling on the price of LPG that is sold to the population. Once subsidies are in place and the benefits of a comparatively clean fuel are experienced, consumers of LPG are unlikely to accept a reversal to kerosene or firewood. The continuation of subsidies remains a critical variable for the success of such scenarios.

Petrochemical demand for propane and butane comes from on-purpose and flexible petrochemical plants. On-purpose plants are built for the specific use of propane or butane, for the production of propylene or butadiene. Flexible plants on the other hand are built with the capability to utilize multiple feedstocks (while many will use naphtha as a first-choice preference, they will nevertheless switch to LPG as a feedstock when the discount of LPG to naphtha becomes wide enough). As a result, this demand is termed "price sensitive." In 2012 & 2013, low prices for propane out of the U.S. prompted a significant switch in feedstocks, with propane being the favored feed in Europe. Propane was therefore imported from the U.S. to Europe in order to accommodate the growth in demand. Similar principles apply to propane and butane in Asia, although Asia's primary alternative to naphtha as a feedstock remains butane. Propane and butane demand as feedstock to the petrochemical industry directly impact the shipping markets as additional LPG cargoes are purchased for petrochemical consumption at the expense of naphtha. Figure 5 shows the evolution of propane and naphtha prices in Northwest Europe, while Figure 6 shows the price spread of the propane price less the naphtha price.


Figure 5: Northwest Europe propane and naphtha prices		Figure 6: NW Europe propane and naphtha spread

In Asia, China has strong demand for propylene used for a wide variety of applications in the plastics industry. Instead of relying on importing propylene for the production of polypropylene and other derivatives, Chinese petrochemical players are building PDH units that are expected to run on low-priced propane, currently available from the U.S.

LPG: Trade and Shipping

LPG trade has grown at an average rate of 4% annually since 2000. The largest trade route has always been between the Arabian Gulf and the Far East, with significant trade also moving from the AG to Western markets, such as Europe and the Mediterranean region. As a result of its predominance in volume terms, the AG to Far East route has become the most liquid trade route in the LPG industry on which the Baltic LPG assessment is computed. The Baltic LPG route (LPG1) consists of an assessment of the AG to Japan (Ras Tanura – Chiba) freight rate based on a VLGC carrying 44,000 t, 5%, 1-2 grades fully-refrigerated LPG cargo, with laydays 10/40 days in advance, and vessels with a maximum age of 20 years. Information is collected from a number of major shipbrokers around the world, which is then collated and published daily by the Baltic Exchange. The VLGC short-term Time Charter Equivalent is computed on the Baltic's assessments converting freight rates in $/t to monthly rates in thousands of dollars per month. Figure 7 shows the number of VLGC cargoes exported out of the various regions for the period January 1, 2013 to December 31, 2013, highlighting both the importance of the AG as the main exporting region and the increasing exports from the U.S.

Figure 7: Number of VLGC cargoes exported by region in 2013

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. The development of low-cost shale gas and gas liquids in the U.S. has prompted a major shift in LPG trade routes. Volumes that used to move from the AG to Europe have now been reduced and replaced by U.S. volumes. Currently, only a small number of cargoes are exported from the AG to Western markets. The trade pattern has shifted to the extent of witnessing Western-produced cargoes exported, primarily on VLGCs, to Eastern markets. Longer transportation routes have thus been created. This is expected to impact the supply of vessels available to charterers, as longer distances increase journey durations, making vessels unavailable in the market for a longer time period. Figure 8 shows the main seaborne LPG trading routes for 2013.

Figure 8: Main seaborne LPG trading routes 2013

Increased natural gas production, particularly in the Middle East and in the U.S., has been the main driver for the strong growth in world LPG exports between 2009 and 2013. The development of the West-to-East trade is likely to persist in the future, as Asian demand for LPG grows and low LPG prices in the U.S. incentivize the move of LPG volumes to the East. Poten & Partners projects strong export growth over the next two years from Western markets, particularly the U.S. Figure 9 shows the historical and projected volumes of seaborne LPG exports globally. Figure 10 and Figure 11 show a detailed regional overview of the development in exports and imports, respectively.

Figure 9: Global seaborne LPG volumes


Figure 10: Global seaborne LPG exports by region		Figure 11: Global seaborne LPG imports by region

Key Recent Developments

U.S. shale gas production has increased five-fold over the last five years and is set to continue growing. In 2010, production from U.S. unconventional gas surged, primarily driven by the shale plays of the Bakken, Eagle Ford and Marcellus formations.

U.S. NGL Market Evolution

U.S. NGL production is undergoing unprecedented change since the beginning of this decade. The once static or declining NGL market in the U.S. is now booming. The driving force behind this historic turn of events has been the so-called "shale gas revolution." "Shale gas" consists of natural gas trapped within shale formations. Shale is fine-grain sedimentary rock and can contain significant volumes of oil and gas. In the recent past, extraction of hydrocarbons out of these formations was considered uneconomical. However, over the past decade, technological advancements in horizontal drilling and hydraulic fracturing made this form of natural gas and petroleum production viable. This event revolutionized a market that was considered in decline and led to widespread upstream, midstream and infrastructure development resulting in a rapidly expanding industry with high production growth. Figure 12 shows the historical and expected development of U.S. natural gas production, and Figure 13 shows the production of U.S. natural gas liquids.

Figure 12: U.S. natural gas production by source (1990 – 2040)

Figure 13: U.S. Gas Plant Production of Natural Gas Liquids and Liquid Refinery Gases

As a result, shale gas production has grown exponentially, constituting a large portion of the U.S. natural gas production. The developments in shale gas have also meant high NGL production in the U.S.; this is primarily comprised of ethane, LPG (propane, butane and isobutane), pentanes and condensate. The fastest growing commodities in the NGL spectrum have primarily been ethane and propane. The inability of the U.S. domestic demand to consume the excessive production of those two products led to a collapse in the domestic price earlier in the decade. The lack of adequate infrastructure to move the Y-grade to the consuming/exporting regions and the limited NGL/LPG export terminal capacity in the U.S. created an over-supplied market with rising inventories, thus creating investment opportunities for U.S. market players. Low prices together with the lack of infrastructure prompted a flurry of investment in new consumption and export projects that would eventually balance the market and connect the U.S. with the international market. Figure 14 describes the growth of shale gas against the production developments of non-shale gas.

Figure 14: Shale vs Non-Shale Natural Gas Production

Ethane has been heavily used in the petrochemical industry and was even rejected in a number of fields. However, going forward, a number of new projects and expansions of steam-crackers, primarily in the U.S. Gulf Coast, will take off the market a large portion of the available ethane. There are also plans for exporting ethane overland to Canada and by sea to Europe, which will further decompress this market.

On the propane/LPG front, a number of LPG export terminal expansions have been constructed and new projects are aligned to start up the next few years. The expansion of LPG terminal export capacity will create further opportunities for the U.S.'s excessive LPG production to reach the global LPG consuming markets. On top of that, a number of propane dehydrogenation units (PDH) are set to open in the U.S. in the next few years and are expected to consume additional propane.

In 2009 the United States became, for the first time in history, a net exporter of LPG. Between 2009 and 2013, U.S. seaborne exports grew by 250%. So far, these have been mainly propane shipments. Poten & Partners estimates that these U.S. exports may increase from approximately 8.7 mm t/y in 2013 to approximately 15 mm t/y in 2015. The incremental LPG derived from U.S. shale production is expected to continue, having the potential to penetrate international markets due to its excess volume and competitive pricing. Worldwide LPG price differences are a key driver for exports. Additionally, LPG is used extensively as a feedstock in the petrochemicals industry, competing with other feedstocks such as naphtha. Price differences between various feedstocks are the important drivers affecting petrochemical demand for LPG. Figure 15 shows the evolution of the U.S. LPG trade balance. Please note that the LPG trade balance reported by the Energy Information Administration also includes petrochemicals in addition to propane and butane.

Figure 15: U.S. LPG trade balance

This increase in exports is mainly driven by growth in export terminal capacity. Terminal capacity growth is backed by investments from groups including Targa Resources at Galena Park, Enterprise Products Partners at the Houston Ship Channel, Sunoco Logistics Nederland Terminal, Sunoco Marcus Hook in the U.S. East Coast and Occidental Petroleum Corporation at Ingleside. Figure 16 shows the expected growth in U.S. LPG export terminal capacity.

Figure 16: U.S. LPG export terminal capacity

Growth in domestic U.S. petrochemical demand may reduce export volume estimates beyond 2016 as propane consuming units under construction by Enterprise Products Partners and Dow start up.

The rise in production and low availability of export capacity in the U.S. have caused LPG prices in the country to decrease significantly relative to all other major markets such as Europe and the Arabian Gulf. The wide inter-regional price difference has encouraged major LPG importers in the Far East, primarily from Japan, South Korea and China, to sign contracts to lift LPG out of the U.S.'s Enterprise Product Partners and Targa Resources export facilities.

Additionally, several of those players, starting with Astomos Energy Corporation have announced that they will sell propane into Japan on a U.S. pricing basis due to propane price differentials between the U.S. (as measured by the Mont Belvieu price) and the AG (as measured by the FOB AG spot propane price). Figure 17 shows the evolution of propane prices in the U.S. as compared to the AG, while Figure 18 shows the evolution of the price difference as measured by the AG price less the U.S. price.


Figure 17: U.S. and AG spot propane prices		Figure 18: U.S. and AG propane spread

From a demand perspective, China, short of propylene, has embarked on building a series of new "on-purpose" propylene production plants, so-called Propane Dehydrogenation units, which produce propylene by using propane as a feedstock. These PDH plants will run on the lowest-cost imported propane. As of September 2013, the first of a series of ten PDH plants was up and running, set to consume 750,000 t/y of propane. The remaining nine are likely to be online by 2016, with a capacity to consume another 5.5 mm t/y of imported propane. Figure 19 shows the expected increase in Chinese PDH plant consumption as addition PDH plants are expected to come online. Several additional Chinese PDH plants are currently in the planning stages, while another two Butane Dehydrogenation Plants ("on purpose" butadiene production plants) are now under construction.

Figure 19: Chinese PDH plant propane consumption

The demand for gas carrier capacity is primarily determined by the supply of LPG, ammonia, petrochemical gases and the distance that such gases must be transported. Shipping demand for LPG has been very strong on the VLGC segment because of strong U.S. exports and the long-haul voyages required. VLGCs carry more than 50% of the LPG traded worldwide.

Charter rates and vessel values for gas carriers are influenced by the supply of and demand for seaborne gas cargo carrying capacity and are consequently volatile. The supply of gas carrying capacity is primarily a function of the size of the existing world fleet, the number of newbuildings being delivered and the scrapping of older vessels.

As of 1 January, 2014, there were 1,247 LPG carriers with an aggregate carrying capacity of 21.3 mm cbm in the world fleet, and a further 151 carriers totalling 5.8 mm cbm on order for delivery by the end of 2017. There are 176 vessels in the world fleet above 40,000 cbm in size, with an additional 50 vessels on order and seven vessels over 25 years of age.

The LPG Carrier Fleet

LPG carriers are an integral part of the global energy and petrochemical industry. "LPG carrier" is the generic term used to describe any vessel that transports LPG, ammonia and/or petrochemical gases. Under normal ambient temperatures and pressures, LPG, ammonia and so-called petrochemical gases (such as ethylene and vinyl chloride monomers) exist in a gaseous state. In order to reduce their volume and facilitate handling, these products are liquefied for seaborne transportation in LPG carriers.

Fleet overview

There are several types of LPG carriers: (i) fully-pressurised vessels that rely solely upon high pressure to maintain the gas in liquid form, (ii) fully-refrigerated vessels that maintain cargo in a liquefied state by chilling gases to temperatures below their boiling point and (iii) semi-pressurised refrigerated vessels (commonly known as semi-refrigerated vessels) employing a combination of refrigeration and pressurisation.

As of 1 January, 2014 there were 1,247 LPG carriers in the world fleet, including: (i) 667 pressurised vessels; (ii) 311 semi-refrigerated vessels; and (iii) 269 fully-refrigerated vessels. As of that date, the fully-refrigerated LPG carrier fleet had an aggregate capacity of 16.6 mm cbm, compared to 15.4 mm cbm capacity at the end of 2012. Generally, LPG and ammonia gases are transported in relatively large volumes on fully-refrigerated vessels on long-haul routes. Petrochemical gases are generally carried in semi-refrigerated or fully-pressurised vessels under 23,000 cbm. At the end of 2012, there were 145 VLGCs in service, with a capacity of 11.6 mm cbm. By January 1st 2014, this number rose by 1 mm cbm with 12 new VLGC deliveries. Table 1 provides an overview of the world LPG carrier fleet and orderbook.

World LPG Carrier Fleet Profile, January 2014
			Fleet		Average Age		Orderbook		Share of cbm
Type	Vessel Segment	Size cbm	Number	'000 cbm	Share of cbm %	Years	Number	'000 cbm	%
Fully Refrigerated	VLGC	> 60,000	157	12,595	59%	11.0	48	4,001	68%
	LGC	40,000-60,000	19	1,107	5%	12.5	2	120	2%
	MGC	18,000-39,999	93	2,877	13%	12.0	19	716	12%
Semi-Refrigerated	Large Semi-Ref	12,000-23,000	75	1,319	6%	12.5	41	771	13%
	Small Semi-Ref	3,000-11,999	236	1,546	7%	15.0	5	30	1%
Pressurized	Large Pressurized	5,000-11,600	46	362.2	2%	10.4	17	160	3%
	Small Pressurized	<5,000	621	1,536	7%	20.0	19	84	1%
Total			1,247	21,342	100%	13.3	151	5,882	100%

Table 1: World LPG carrier fleet and orderbook overview

Not all LPG carriers are capable of carrying ammonia, ethane and certain petrochemical gases such as ethylene and vinyl chloride monomer, the transportation of which requires specific design or containment features. The previous liquefied gas cargo(es) that the vessel has carried ("last cargo(es)") may also be a further constraint to flexibility between cargo types, as some charterers, as a general rule, will not accept certain gases as a last cargo, for example ammonia before LPG and/or petrochemicals or butadiene prior to an LPG parcel in order to avoid contaminations of the cargoes carried.

LPG Carrier Segments

The ship designs and segmentation of vessel sizes of LPG carriers define their trading patterns and the typical industry lots of the product transported. Vessels above 25,000 cbm in size are almost exclusively fully-refrigerated and carry LPG or ammonia, while vessels below 25,000 cbm are typically either semi-refrigerated or pressurised with the capability to carry petrochemicals in addition to LPG and ammonia.

Larger than 60,000 cbm – Very Large Gas Carrier

Fully-refrigerated VLGCs represent around 60% of the LPG fleet by cubic capacity. They carry LPG on long-haul routes from the Arabian Gulf to Asia and occasionally to Europe/Mediterranean, from West Africa and North Africa to Europe/Mediterranean and the Americas and more recently from the U.S. to Europe and Asia. The current standard designs for VLGCs are 78,000 cbm or 82,000–84,000 cbm, and most discharge ports cannot accommodate larger vessel sizes due to the physical size of the vessels or limitations in the capacity of the storage tanks on land.

40,000-60,000 cbm - Large Gas Carrier

LGCs are the least numerous sector of the LPG fleet but represent around 5% of the fleet by cubic capacity. They are fully-refrigerated vessels that primarily transport LPG from West Africa to the Americas and Europe, North Africa to Europe, the Arabian Gulf to Brazil. They are also used to transport ammonia, typically from the Black Sea to the U.S. and also to Asia.

18,000-39,999 cbm – Medium Gas Carrier

Medium-sized Gas Carriers, or MGCs, represent around 13% of the LPG fleet by cubic capacity. They are primarily fully-refrigerated and transport LPG between the Arabian Gulf, India and the Mediterranean and undertake medium-distance cross-trades in the North Sea and Europe and exports from North Africa. They also carry ammonia from the Arabian Gulf to Asia, within Asia and Australasia and from the Caribbean to the U.S.

12,000-23,000 cbm – Large Semi-Refrigerated

This segment primarily consists of LPG and ammonia transport vessels and represents around 6% of the overall fleet by cubic capacity. These vessels have the flexibility to carry up to 12 different cargoes and typically perform in coastal and inter-regional trades as they offer flexibility to load and discharge at refrigerated and pressurised storages alike. The main trading routes are within Europe and the Mediterranean, between the U.S. Gulf Coast and Central America and also within South East Asia.

3,000-11,999 cbm – Small Semi-Refrigerated

This sector represents around 7% of the LPG fleet by cubic capacity. The principal cargoes in this segment are petrochemical gases, including ethylene. The semi-refrigerated vessels under 6,500 cbm participate primarily in short-haul trading within Europe and Asia while the vessels over 6,500 cbm also operate in the medium- to long-haul markets. In petrochemicals, the main trading routes are transatlantic, Arabian Gulf-East, intra-Europe and intra-Asia. In LPG, the main routes are intra-regional Europe, Indonesia and North/West Africa.

0-11,600 cbm – Pressurised

The smallest class of vessels is the most numerous, but contributes less than 9% of overall fleet capacity. The trading patterns of these vessels generally consist of short-haul "cross-trading" or intra-regional and coastal routes, which include hauls throughout the Far East, the Mediterranean, Northwest Europe and the Caribbean.

Contract Types

A ship owner can employ a vessel in a range of ways:

Time Charter

Contract for hire of a vessel for a certain period of time whereby the vessel owner is responsible for providing crew and paying operating costs. The charterer is responsible for fuel and other voyage costs.

Voyage Charter

Income is per voyage and earnings are dependent on market conditions. All costs are to owners' account.

Bareboat charter

The owner charters the vessel to another company (the charterer) for a pre-agreed period and a daily rate. The charterer is responsible for operating the vessel, including crewing, maintenance and insurance and for paying charter rates.

Contract of affreightment (COA)

An agreement to carry pre-agreed quantities of specific cargo on a particular route over a given period of time with particular ships or vessel type(s) within specified restrictions, rates and notice period. The owner is not required to use a specific vessel to transport the cargo, but instead may use any suitable vessel in the fleet.

Long-term time charters (5-10 years) are not common in the LPG industry. Most time charters in the VLGC market are done on a one-year basis. The abundance of cargoes out of the Arabian Gulf has established liquidity in the market and has allowed for a larger spot trade for VLGCs in particular. The West of Suez region, however, mainly operates on a series of lifting programs which are best accommodated either through time charters or through COAs. As a result, charterers in the West favor a lower exposure to the less liquid spot market there, covering the majority of their requirements through COA and/or time charters. Simultaneously, only owners with a large number of VLGCs are able to offer COA agreements.

Fleet Development

The fleet of LPG ships sized above 12,000 cubic meters, which is involved in regional and long-haul trade, increased by 35% in total capacity terms from 2009 to 2013. Figure 20 shows the fleet age profile for vessels greater than 12,000 cbm, while Figure 21 shows the age profile of the VLGC fleet as of 1 January, 2014.

Figure 20: Global LPG carrier fleet by year built (vessels >12,000 cbm)

Figure 21: Global VLGC fleet age profile

Gas Carrier Orderbook

The total available supply of LPG shipping capacity is primarily affected by the pace of newbuildings versus the removal of old vessels due to scrapping. The current total newbuild orderbook of 151 vessels represents 28% of the existing global fleet in capacity terms. 51 of these newbuilds are due for delivery during 2014, 69 in 2015, 28 in 2016 and three scheduled for delivery in 2017. As of 1 January, 2014, 69 vessels in the fully-refrigerated size range were on order worldwide with an aggregate capacity of 4.8 mm cbm. This represents 82% of the capacity of the currently-existing fully-refrigerated fleet. Since the start of 2013, the VLGC orderbook rose by an additional 40 VLGCs, adding a further 3.3 mm cbm capacity to the VLGC orderbook. Table 2 provides a detailed overview of the LPG carrier orderbook.

World LPG Carrier Deliveries & Orderbook Profile, January 2014
		2014	2015		2016			2017
	Vessel Segment	Deliveries	'000 cbm	Deliveries	'000 cbm	Deliveries	'000 cbm	Deliveries	'000 cbm
Type

Fully Refrigerated	VLGC	11	915	27	2,250	10	836
	LGC			2	120
	MGC	7	260	4	152	5	190	3	114
Semi-Refrigerated	Large Semi-Ref	15	266	19	368	7	137
	Small Semi-Ref	5	30.3
Pressurized	Large Pressurized	4	32.9	8	80	5	47
	Small Pressurized	9	36.4	9	44	1	4
Total		51	1,541	69	3,014	28	1,214	3	114

Table 2: World LPG carrier deliveries and orderbook profile as of 1 January, 2014

Vessels have been growing in size and efficiency, rendering older ships less commercially attractive for trading. To date, around 1.2 mm cbm of fleet capacity is generated by vessels over 25 years of age. The LPG fleet has historically been well maintained, from a technical standpoint, to enable vessels to be utilized for trading purposes past 30 years of age.

The VLGC market has not witnessed any sales for recycling or demolitions since 2011. The period of 2008 to 2011 was a period characterised by low freight rates that required owners to dispose of 19 VLGCs with a capacity of 1.4 mm cbm to the scrapyards.

The VLGC Market: Charter Rates and Asset Values

South Korea and China are currently the largest shipbuilders of LPG carriers. Japanese yards have traditionally been strong players in this market; nevertheless, more efficient and lower-cost South Korean yards have offered more favourable terms to shipowners. Chinese yards, which have years of experience in the smaller segments such as semi-refrigerated vessels and ethylene carriers, made their debut in the VLGC newbuilding market in 2012 and are currently constructing ten VLGCs.

VLGC newbuilding prices increased to very high levels as charter rates and vessel asset values reached a peak in 2006-2007. During the financial turmoil from late 2008-2010, asset values decreased significantly and have started to recover only at the middle of 2013. There is no guarantee that current asset prices are sustainable, and history shows they can range widely. Recent stable prices for newbuildings matched with the strong freight rate developments seen in the VLGC sector have enticed new entrants into the market. The current VLGC orderbook stands at 48 vessels and represents 31% of the existing fleet. Figure 22 shows the development in VLGC newbuilding prices over the last 25 years.

Figure 22: VLGC newbuilding prices

Charter rates and vessel values for gas carriers are influenced by the supply of and demand for seaborne gas cargo carrying capacity, and are consequently volatile. The demand for gas carrier capacity is primarily determined by the supply of LPG, ammonia, petrochemical gases and derivative products and the distance that such gases must be transported. Demand for LPG, ammonia, petrochemical gases and derivative products is, in turn, affected by general economic conditions, trends in domestic consumption and manufacturing, exports and imports and the capacity of chemical and ammonia plants, crackers and refineries worldwide. LPG production, and consequently trade, is also driven by crude oil and natural gas production and has over recent years also been affected by more stringent gas flaring and venting regulations. These regulations were introduced to reduce the burning off of natural gas and/or liquids from oil wells and refineries as a way of lowering greenhouse gas emissions.

Although the different gas vessel sectors have displayed some independent rate behavior from time to time, historically there has been a strong correlation between freight rates across the different types and sizes of the LPG carrier fleet for the following reasons:

On a number of routes, there is a degree of inter-changeability between the different size categories, which tends to result in a high degree of correlation among those markets;

Some vessels are able to carry LPG, ammonia and petrochemicals alike, which tends to bring sectors closer together; and

Owners and charterers operate across the vessel size ranges, which are often affected by similar factors (i.e. demand/supply balances).

The shipping industry has historically been highly cyclical, demonstrating volatility in profitability, vessel values and charter rates as a result of changes in the supply of and demand for shipping capacity. The demand for ships is derived from the demand for the commodities they carry, which is influenced by, among other factors, general economic conditions, commodity prices, environmental concerns, weather and competition from alternative products. The LPG carrier industry in particular has been highly unpredictable, with volatility in charter rates and vessel values again resulting from changes in the supply of and demand for liquefied gases and vessel capacity, as well as changes in global trading patterns affecting ton-mile demand. Figure 23 shows the historical development in short-term LPG carrier charter rates.

Figure 23: Short-term LPG carrier time charter equivalent rates1

Charter rates for the VLGC market have recovered since the start of Qatar's LNG projects in 2011. The VLGC market has always been volatile, however the change of the industry's trading patterns towards larger parcels and long-haul shipping routes have prompted VLGC demand to rise and rates to strengthen. The expansion of Enterprise Products' terminal facilities, the largest U.S. exporter, in the U.S. was another turning point for the VLGC market. Monthly short-term charter rates for 2013 have averaged close to $1,000,000/month and in mid-2013 have reached as high as $1,600,000/month. Utilization rates for VLGCs have, in the trough period of 2009 and 2010, been low due to an imbalance between the number of VLGCs in service and the low export supply from the Arabian Gulf. Higher fleet utilisation has been witnessed since 2011 as VLGC demand grows, supporting higher freight rates.

Competitive Environment

The nature of the LPG trade as a niche market and the high costs involved for building gas carriers have historically discouraged new entrants, although there has been some proliferation in ownership lately, particularly with regards to newbuilding orders. Further, the LPG sector requires financial strength, and the need for qualified personnel and crew and the illiquidity of the sale and purchase market for vessels further add to the risk new owners have to undertake.

Quality and experience of officers and crew is an essential part of maintaining the safety record in the LPG shipping industry. Experience requirements for officers in the LPG industry are stringent; sea time and competency standards training are required for working on LPG carriers. Charterers require that personnel have sufficient time in officer rank to have acquired necessary experience beyond Dangerous Cargo Endorsement qualification and that specific short-term training has been attended beyond experience from at sea. Several major oil companies also require that officers have a significant amount of experience working for the ship-owning company in addition to general LPG shipping experience

____________

1. The time charter equivalent rate is a measure of the average daily revenue performance of a vessel, calculated by dividing voyage revenue less voyage expenses by the round-trip voyage duration in days.

There are approximately 55 owners in the entire VLGC fleet, with the top ten owners possessing 43% of the total capacity in service, shown in Figure 24. The largest owner in this size range as judged by the combined capacity of existing fleet and orderbook is BW LPG, with 19 vessels in the fleet, and four on order. Dorian LPG currently owns three VLGCs and will become the second largest VLGC owner with a fleet of 19 VLGCs once delivered. Currently, the second largest VLGC owner is the Japanese group JX Shipping, with 11 vessels in the fleet. Avance Gas Holdings Limited currently owns six VLGCs, and will become the third largest group once it receives the eight VLGCs its partner Frontline 2012 has on order. Around 35 other shipowners own up to two VLGCs each.

Figure 24: Top 10 VLGC owner fleets by capacity

BUSINESS

History and Development of the Company

We are an international LPG shipping company headquartered in the United States and primarily focused on owning and operating VLGCs each with a cargo-carrying capacity of greater than 80,000 cbm. Our founding executives have owned and managed vessels in the LPG market since 2002 and we currently own and operate four LPG carriers, including three modern 82,000 cbm VLGCs and one pressurized 5,000 cbm vessel through our in-house management function. In addition, we have newbuilding contracts for the construction of 16 new fuel-efficient 84,000 cbm VLGCs at Hyundai and Daewoo, with scheduled deliveries between July 2014 and January 2016.

Our strategy is to become one of the leading owners and operators of modern fuel-efficient VLGCs and capitalize on the growing global market for LPG transportation services. We expect demand for VLGCs to increase as long-haul and large-volume LPG trade increases, due in part to the growth of U.S. shale oil and gas production and significant demand for LPG from Asia. VLGCs are the most cost-effective vessels for the transportation of increasingly larger volumes of LPG on longer routes between exporting and importing regions. We also believe that the VLGC segment presents positive fundamentals and high barriers to entry arising from limited global shipyard capacity and the technical complexity of operating LPG carriers.

Our customers include global energy companies such as Statoil, commodity traders such as Petredec, and industrial users. We believe that we have established a reputation as a safe and reliable operator of modern and technically advanced LPG carriers supporting our customers' global LPG supply chains. We also believe that these attributes, together with our strategic focus on structuring charter arrangements that meet our customers' maritime transportation needs, have contributed to our ability to attract leading charterers as our customers. 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, as well as spot market voyages and shorter-term time charters. We believe this strategy will provide us with a base of stable cash flows and high utilization rates, while allowing us to capitalize on profitable shorter duration opportunities. Three of our four vessels in the water are currently employed on time charters that are set to expire in 2014, and one vessel is employed in the spot market.

We were incorporated on July 1, 2013 under the laws of the Republic of the Marshall Islands for the purpose of owning and operating LPG carriers. On July 29, 2013, in connection with our formation, we entered into concurrent transactions in which we issued an aggregate of 93,221,621 common shares to Dorian Holdings, SeaDor Holdings and other investors, in exchange for the four vessels in our Initial Fleet, including our assumption of debt obligations associated with the vessels, contracts for the construction of three newbuilding VLGCs and options to acquire an additional three newbuilding VLGCs, and net proceeds of $163 million as described in Note 1 to the consolidated financial statements included herein. On November 26, 2013, we completed the acquisition of 13 VLGC newbuilding contracts, associated deposits to shipyards and cash from Scorpio Tankers in return for 39,952,123 common shares, and we simultaneously completed a private placement in Norway of 80,405,405 common shares for gross proceeds of $245.6 million as described in Note 21 to the consolidated financial statements included herein.

Our founding executives, John Hadjipateras, our Executive Chairman, President and Chief Executive Officer, and John Lycouris, the Chief Executive Officer of Dorian LPG (USA) LLC, have been involved in the management of shipping companies since 1972 and 1975, respectively. They have been involved in the purchase, management, and sale of over 35 vessels and have managed numerous vessels for third parties over the same time period. Mr. Hadjipateras and Mr. Lycouris supported the management of our Predecessor Business in overseeing the vessels in our Initial Fleet since their acquisition by our Predecessor. Our founding executives and the rest of our senior management team have an average of 24 years of shipping industry experience. Our principal shareholders include Scorpio Tankers (NYSE:STNG); SeaDor Holdings, an affiliate of SEACOR Holdings Inc. (NYSE:CKH); and Dorian Holdings, which own 30.0%, 21.8% and 13.2%, respectively, of our total shares outstanding, as of the date of this prospectus. Through the longstanding industry involvement of our management, directors and major shareholders, we believe we have an extensive network of relationships with major energy companies, leading LPG shipyards, financial institutions and other key participants within the shipping sector.

Our Fleet

Our fleet currently consists of four LPG carriers, including three modern 82,000 cbm VLGCs and one pressurized 5,000 cbm vessel, which we refer to collectively as our Initial Fleet. In addition, we have newbuilding contracts for the construction of 16 new fuel-efficient 84,000 cbm VLGCs at Hyundai and Daewoo, both of which are based in South Korea, with scheduled deliveries between July 2014 and January 2016. We refer to these contracts as our VLGC Newbuilding Program. Additionally, we have options that we may exercise to acquire three additional VLGC newbuilding vessels from Hyundai for delivery in the second, third and fourth quarters of 2015.

Upon delivery of all the vessels in our VLGC Newbuilding Program, we expect to own and operate one of the industry's largest VLGC fleets, as measured by both number of vessels and aggregate cargo-carrying capacity. Each of our newbuildings will be an ECO-design vessel incorporating advanced fuel efficiency and emission-reducing technologies. Upon completion of our VLGC Newbuilding Program, 95% of our fleet will be operated as sister ships and the average age of our fleet will be approximately 1.8 years, while the average age of the current worldwide VLGC fleet is approximately 10 years.

The following table sets forth certain information regarding our vessels as of the date of this prospectus:


	Capacity (Cbm)	Shipyard	Sister Ships	Year Built/ Scheduled Delivery (1)	ECO Vessel (2)	Charterer	Charter Expiration(1)
Initial Fleet
VLGC
Captain Nicholas ML(3)	82,000	Hyundai	A	2008	—	Statoil	Q2 2014
Captain John NP	82,000	Hyundai	A	2007	—	Spot	—
Captain Markos NL(4)	82,000	Hyundai	A	2006	—	Statoil	Q3 2014

Small Pressure
Grendon(5)	5,000	Hyundai		1996	—	Petredec	Q2 2014
VLGC Newbuilding Program
NB#1	84,000	Hyundai	B	Q3 2014	X	—	—
NB#2	84,000	Hyundai	B	Q3 2014	X	—	—
NB#3	84,000	Hyundai	B	Q4 2014	X	—	—
NB#4	84,000	Hyundai	B	Q2 2015	X	—	—
NB#5	84,000	Hyundai	B	Q2 2015	X	—	—
NB#6	84,000	Hyundai	B	Q2 2015	X	—	—
NB#7	84,000	Hyundai	B	Q3 2015	X	—	—
NB#8	84,000	Hyundai	B	Q3 2015	X	—	—
NB#9	84,000	Daewoo	C	Q3 2015	X	—	—
NB#10	84,000	Hyundai	B	Q4 2015	X	—	—
NB#11	84,000	Hyundai	B	Q4 2015	X	—	—
NB#12	84,000	Hyundai	B	Q4 2015	X	—	—
NB#13	84,000	Daewoo	C	Q4 2015	X	—	—
NB#14	84,000	Daewoo	C	Q4 2015	X	—	—
NB#15	84,000	Hyundai	B	Q1 2016	X	—	—
NB#16	84,000	Hyundai	B	Q1 2016	X	—	—
Total	1,595,000

____________________

(1)	Represents calendar year quarters.
(2)	Represents vessels with very low revolutions per minute, long-stroke, electronically controlled engines, larger propellers, advanced hull design, and low friction paint.

(3)	On time charter at a base rate of $700,000 per month and a 100% profit share based on average spot market rates between the base rate of $700,000 per month and a maximum rate of $1,200,000 per month.

(4)

(5)

On time charter at a base rate of $500,000 per month and a 100% profit share based on average spot market rates between the base rate of $500,000 per month and a maximum rate of $1,050,000 per month.

On time charter at a rate of $315,000 per month.

The table above does not include options that we may exercise before February 28, 2014 to build three additional VLGC newbuilding vessels of 84,000 cbm each from Hyundai for delivery in the second, third, and fourth quarters of 2015 at a price of $71.9 million per vessel (plus or minus an adjustment for fluctuations in the USD-KRW exchange rate, which will be determined at the time of option exercise).

Competitive Strengths

We believe that we possess a number of competitive strengths that will allow us to capitalize on growth opportunities in the LPG shipping market, including:

Leading position in VLGC market with modern fleet of fuel-efficient vessels built to high specifications. Upon delivery of all the vessels in our VLGC Newbuilding Program, we expect to own and operate one of the industry's largest VLGC fleets, as measured by both number of vessels and aggregate cargo-carrying capacity. Upon completion of our VLGC Newbuilding Program, approximately 86% of our fleet will consist of fuel-efficient ECO vessels. We believe that these vessels will have average fuel savings of approximately $4,000 per day compared to non-ECO vessels of the same size. We believe that a fleet of such vessels will be more attractive to charterers and oil majors and will help drive higher revenue and increased profitability.

In-house technical management results in better ability to meet stringent customer standards. By conducting our technical management in-house, we believe that we have better control over the quality and cost of our operations. Major energy companies are highly selective in their choice of VLGC vessels and operators, particularly for medium to long-term charters, and have established strict operational and financial standards to pre-qualify, or vet, VLGC operators prior to entering into charters. In addition, major energy companies require operators to continue to comply with these standards on an ongoing basis. We have successfully completed this pre-qualification process with major energy companies, including Statoil, and remain in compliance with their required standards. Our vessel manager is ISO 9001 Quality Management, 14001 Environmental Management, OHSAS 18001 Occupational Health & Safety Management certified and in 2011, Statoil recognized the achievements of our management team with its Working Safely with Suppliers Award for "Best Shipping Supplier." We believe our established ability to comply with these rigorous and comprehensive standards enables us to compete effectively for new charters.

Sister vessel efficiencies. Three of the four vessels in our Initial Fleet and all of our newbuildings are "sister ships," or vessels which are of uniform design and specification as other vessels of our fleet built at the same shipyard. We believe that operating sister ships will enable us to benefit from more chartering opportunities, economies of scale and operating and cost efficiencies in ship construction, crew training, crew rotation and shared spare parts. We believe that more chartering opportunities will be available to us because many charterers prefer sister ships due to their interchangeability and the flexibility in assigning voyages associated with the use of sister vessels.

Experienced management team with extensive industry experience and reputation for operational excellence. Our management team has managed and operated LPG vessels for us and our Predecessor since 2002, and VLGC vessels since 2006. Our founding executives, John Hadjipateras, our Executive Chairman, President and Chief Executive Officer, and John Lycouris, the Chief Executive Officer of Dorian LPG (USA) LLC, together with Mr. Alexander Hadjipateras, Chief Operating Officer of of Dorian LPG (USA) LLC, and Mr. Ted Young, our Chief Financial Officer, together have an average of 24 years of shipping experience. We believe this expertise, together with our reputation and track record in LPG shipping, has allowed us to maintain strong relationships with major charterers, other vessel owners and financial institutions and positions us favorably to capture additional commercial opportunities in the industry and to access financing to grow our business.

Strong shareholder base with industry expertise. Our principal shareholders include Scorpio Tankers Inc. (NYSE:STNG), SeaDor Holdings LLC, an affiliate of SEACOR Holdings Inc. (NYSE:CKH), and Dorian Holdings LLC. Our major shareholders and their principals, including their affiliated members of our board of directors, have longstanding maritime experience and strong relationships with key participants in the shipping sector. We believe that these longstanding relationships with global energy companies, industrial users and commodity traders, along with chartering brokers, shipbuilders and financial institutions, should provide us with profitable vessel acquisition and employment opportunities in the LPG sector, as well as access to financing to grow our business.

Our Business Strategy

Our strategy is to build one of the industry's leading fleets of modern fuel-efficient VLGCs in order to capitalize on the growing global market for LPG transportation services. Key elements of our business strategy include:

Capitalize on the increasing demand for long-haul seaborne transportation of LPG. The growth in the United States of shale-derived oil and gas rich in natural gas liquids has contributed to a significant increase in the production of LPG. According to Poten & Partners, the U.S. is expected to become the largest LPG exporter in the world. LPG exports of 8.7 million metric tons in 2013 are expected to double by 2017 as a result of additional export projects from which supplies have already been committed to buyers. In addition, Middle East exports are expected to continue to grow and demand is anticipated to be concentrated in Japan, Korea and China, thereby requiring long-haul transport from both production hubs. U.S. export facilities recently built and under construction are principally oriented towards loading VLGCs, which are the primary vessel type used for U.S. exports. We believe that VLGCs represent the most cost effective transportation option for large LPG importers.

Grow our fleet through our VLGC Newbuilding Program and consolidate through additional vessel acquisitions. Our newbuild contracts are with the highly reputable Hyundai and Daewoo shipyards, both of which are based in South Korea and with which we have strong relationships. Upon delivery of the 16 newbuildings from our current VLGC Newbuilding Program, we expect to own and operate one of the industry's largest VLGC fleet and to have one of the industry's youngest fleets of VLGCs equipped with many of the most modern features. We also intend to make selective, accretive acquisitions within the LPG sector of newbuildings and modern, eco-friendly secondhand vessels. Furthermore, we believe that our well established operations and commercial relationships will make us a partner of choice among smaller VLGC owners to lead a consolidation in the industry. We believe that our medium to long-term charters, strong relationships with reputable shipyards and financial flexibility will allow us to make additional accretive acquisitions based on our judgment and experience as to prevailing market conditions.

Continue a balanced chartering strategy that supports stable cash flows with additional upside from selected spot market exposure and our VLGC Newbuilding Program. We believe that our balanced chartering strategy of building a portfolio of medium to long-term, fixed-rate charters for a portion of our fleet, potentially including profit sharing arrangements, coupled with exposure to the spot and short-term charter market for the balance of the fleet, will allow us to provide a steady base of revenue and cash flow along with upside exposure. We also intend to stagger our vessel charter re-delivery dates to minimize re-chartering risk. In addition, we believe our commitment to purchase 16 additional vessels scheduled for delivery between 2014 and 2016 will enable us to achieve higher revenue, operating income and net income.

Leverage our ability to meet rigorous industry and regulatory safety standards. We believe that major energy companies seek reliable vessel owners as counterparties who are reputable, whose vessels are well maintained and who can provide both high quality and safe operations. We believe that our founding executives and management team have an excellent vessel safety record, are capable of fully complying with rigorous health, safety and environmental protection standards, and are committed to provide our customers with a high level of customer service and support. We believe that maintaining our excellent vessel safety record and maintaining and building on our high level of customer service and support will allow us to be successful in growing our business in the future.

In-house commercial and technical management. We have fully integrated vessel management operations that allow us to perform our commercial and technical management services in-house. We believe that our extensive experience allows us to maintain better control over the quality of our operations than would be achieved by having these services performed by a third party. We further believe that our in-house commercial and technical management minimizes the potential for conflicts between our interests and the interests of our managers. We believe that the benefits of our in-house management capabilities will be magnified upon the completion of our VLGC Newbuilding Program given the cost benefits associated with increased scale.

Maintain a strong balance sheet with financial strength and flexibility. We expect to maintain a strong, flexible balance sheet by maintaining sufficient liquidity to meet our obligations and operating requirements, moderate levels of leverage and by relying on a combination of equity and debt financing for future vessel acquisitions. We believe that this approach will allow us to capitalize on favorable market opportunities and better positions us to withstand the volatility of the VLGC charter market.

Positive Industry Fundamentals

We believe that the LPG industry has positive fundamental prospects for us to grow our business:

The United States is expected to become the largest LPG exporter in the world. The strong growth in unconventional shale oil and gas production in the U.S. has created a significant surplus of associated LPG. The United States became a net exporter of LPG for the first time in its history in 2009, and U.S. seaborne exports grew by 250% from 2009 to 2013. According to Poten & Partners, U.S. exports may increase from approximately 8.7 mm t/y in 2013 to approximately 15.0 mm t/y in 2015, or 31% annually. This increase in exports is supported by the growth in export terminal capacity, which Poten & Partners estimates will increase by 400% from 9 million metric tons in 2013 to 45 million metric tons in 2017. U.S. LPG is priced at a significant discount to the LPG being exported out of the Arabian Gulf, as U.S. LPG pricing is influenced by cheap natural gas while Saudi Arabia pricing is based on crude oil. In particular, the wide inter-regional price difference has encouraged major LPG importers in the Far East, primarily from Japan, South Korea and China, to sign contracts to lift LPG out of U.S. export facilities. According to Poten & Partners, growing gas production and processing particularly in the United States and also in the Arabian Gulf is expected to further increase the volumes of seaborne LPG by an additional 30% by 2017, compared to 2013.

Asia-driven LPG demand is expected to continue to drive longhaul seaborne LPG trade. Seaborne LPG trade has increased rapidly, more than doubling from 33 million metric tons in 1990 to 68 million metric tons. Asia is the world's largest importing hub for LPG, absorbing roughly 56% of world seaborne imports. Asia is also the fastest growing LPG importer, and according to Poten & Partners, Asian demand is expected to grow by 45% between 2013 and 2017 as petrochemical demand is expected to increase due to lower LPG prices from the West. In addition, new PDH plants are being constructed in China and South Korea to provide "on purpose" propylene, which will allow increased domestic production of polypropylene, a key component in the plastics chain.

VLGCs are best suited to address developing trade routes. With strong demand fundamentals in Asia and increased LPG supply out of the U.S., the LPG industry continues to shift to long-haul and large-volume trade. The new long haul trade routes from the U.S. to Asia that are currently being established are likely to become among the most important routes in seaborne LPG trade. We believe the VLGC segment is best suited to meet these developing trade routes because it is the most cost effective as measured by cost per metric ton and supplies LPG parcel sizes that reflect customer requirements. We believe that we are well positioned to capitalize on this favorable market trend.

Limited VLGC shipyard capacity and high barriers to entry should restrict the supply of new VLGCs. As of January 1, 2014, there were 157 VLGC's in the global fleet and the global orderbook contained 48 VLGCs to be delivered between 2014 and 2016, according to Poten & Partners. We believe that growth in the current orderbook will be limited due to the relatively small number of high-quality shipyards that have successfully produced VLGCs and the long lead-time required for key components for LPG tankers. In addition, we believe that there are significant barriers to entry in the LPG shipping sector, which also limit the current orderbook due to large capital requirements, limited availability of qualified vessel personnel and the high degree of technical competency required to operate LPG vessels. We believe that the expected vessel supply growth is well matched to growth in demand for LPG shipping.

Increasing consolidation of the global VLGC fleet. According to Poten & Partners, there are approximately 55 owners in the entire VLGC fleet, with the top ten owners possessing 43% of the total capacity in service. Upon delivery of all the vessels in our VLGC Newbuilding Program, we expect to own and operate one of the industry's largest VLGC fleets, as measured by both number of vessels and aggregate cargo-carrying capacity. We believe that our position as a leading owner will offer significant opportunities to grow through acquisition and to enjoy increased economies of scale in our operations. We also believe that a larger fleet will allow us to provide more service to more major energy companies on a global basis and thus become a more important part of our customers' LPG operations.

We can provide no assurance that the industry dynamics described above will continue or that we will be able to capitalize on these opportunities. Please see "Risk Factors".

Management of Our Business

As of , 2014, all technical and commercial management services for our fleet are provided by the following wholly-owned subsidiaries:

Dorian LPG (USA) LLC provides financial and commercial management services to us;

Dorian LPG (UK) Ltd provides post-fixture operations, chartering, legal and insurance services for us; and

Dorian LPG Management Corp. (Greece) provides technical, health/safety/environmental/quality, human resource and accounting services to us.

Crewing and Staff

As of , approximately 35 staff employees of our wholly-owned management subsidiaries served onshore in technical, commercial and administrative roles in Greece, the U.S. and in the United Kingdom. We have entered into crewing agreements through our wholly-owned subsidiaries to provide the services of a substantial number of well-qualified seafarers.

One of our top priorities is attracting and retaining motivated personnel. We believe we offer competitive employment packages and comprehensive benefits and opportunities for career development.

Classification, Inspection and Maintenance

Every large, commercial seagoing vessel must be "classed" by a classification society. A classification society certifies that a vessel is "in class," signifying that the vessel has been built and maintained in accordance with the rules of the classification society and the vessel's country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

For maintenance of the class certificate, regular and special surveys of hull, machinery, including the electrical plant and any special equipment classed, are required to be performed by the classification society, to ensure continuing compliance. Vessels are drydocked at least once during a five-year class cycle for inspection of the underwater parts and for repairs related to inspections. Vessels under five years of age can waive drydocking provided the vessel is inspected underwater. If any defects are found, the classification surveyor will issue a "recommendation" which must be rectified by the shipowner within prescribed time limits. The classification society also undertakes on request of the flag state other surveys and checks that are required by the regulations and requirements of that flag state. These surveys are subject to agreements made 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 a classification society, which is a member of the International Association of Classification Societies (the "IACS"). In December 2013, the IACS adopted harmonized Common Structure Rules that align with IMO goal standards. Our VLGCs are currently classed with Lloyd's Register, and the Grendon is currently classed with Nippon Kaiji Kyokai. All of the vessels in our fleet have been awarded 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 results of these inspections are documented in a report containing recommendations for improvements to the overall condition of the vessel, maintenance, safety and crew welfare. Based in part on these evaluations, we create and implement a program of continual maintenance and improvement for our vessels and their systems.

Safety, 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 health of the crew, the general public and the environment. We actively manage the risks inherent in our business and are committed to preventing incidents that threaten safety, such as groundings, fires and collisions. We are also committed to reducing emissions and waste generation. We have established key performance indicators to facilitate regular monitoring of our operational performance. We set targets on an annual basis to drive continuous improvement, and we review performance indicators every three months to determine if remedial action is necessary to reach our targets. Our shore staff performs a full range of technical, commercial and business development services for us. This staff also provides administrative support to our 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 political circumstances 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 vessels in international trade. We believe that our present insurance coverage is adequate to protect us against the accident related risks involved in the conduct of our business and that we maintain appropriate levels of environmental damage and pollution insurance coverage consistent with standard industry practice. However, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.

We have obtained hull and machinery insurance on all our vessels against marine and war risks, which include the risks of damage to our vessels, salvage or towing costs, and actual or constructive total loss. However, our insurance policies contain deductible amounts for which we are responsible. We have also arranged additional total loss coverage for each vessel. This coverage, which is called hull interest and freight interest coverage, provides us additional coverage in the event of 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 vessels cannot be employed due to damage that is covered under the terms of our hull and machinery insurance (marine and war risks). Under our loss of hire policies, our insurer will pay us an agreed daily rate in respect of each vessel in excess of a certain number of deductible days, for the time that the vessel is out of service as a result of damage, for a maximum of 180 days for the VLGCs in our Initial Fleet and a maximum of 90 days for the Grendon.

Protection and indemnity insurance, which covers our third party legal liabilities in connection with our shipping activities, is provided by mutual protection and indemnity associations, or P&I clubs. This insurance includes third party liability and other expenses related to the injury or death of crew members, passengers and other third party persons, loss or damage to cargo, claims arising from collisions with other vessels or from contact with jetties or wharves and other damage to other third party property, including pollution arising from oil or other substances, and other related costs, including wreck removal. 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. The thirteen P&I clubs that comprise the International Group of Protection and Indemnity Clubs (the "International Group") insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. Each P&I club has capped its exposure in this pooling agreement so that the maximum claim covered by the pool and its reinsurance would be approximately $5.45 billion per accident or occurrence. We are a member of three P&I Clubs: The Standard Club Ltd., The United Kingdom Mutual Steamship Assurance Association (Bermuda) Limited and The London Steam-Ship Owners' Mutual Insurance Association Limited. As a member of these P&I clubs, we are subject to a call for additional premiums based on the clubs' claims record, as well as the claims record of all other members of the P&I clubs comprising the International Group. However, our P&I clubs have reinsured the risk of additional premium calls to limit our additional exposure. This reinsurance is subject to a cap, and there is the risk that the full amount of the additional call would not be covered by this reinsurance.

Our Customers

Our customers include international energy companies, industrial users and commodity traders. Three of our four vessels are currently on multi-year time charters that are set to expire in 2014, and we operate one VLGC in the spot market.

Below is a brief description of some of our principal customers:

Statoil A/S is an international energy company with operations in 33 countries covering development and production, marketing and processing, and fuel and retail. Statoil is headquartered in Stavanger, Norway with approximately 23,000 employees worldwide, and is listed on the New York and Oslo stock exchanges. It reported 2012 sales of NOK 723.4 billion.

E1 Corporation is a global supplier of LPG based in South Korea with operations including import, export, storage, and service. E1 reported 2012 sales of KRW 7.4 trillion and is listed on the Korea Stock Exchange.

Petredec Ltd. is headquartered in Monaco and is the world's leading independent LPG logistics company. Delivering over 10 million tonnes of LPG (liquefied propane and butane) annually and with a controlled fleet of over 50 gas carriers, as well as a rapidly growing downstream presence (LPG terminals and distribution). It is owned 70% by its management and 30% by the National Shipping Corporation of Saudi Arabia.

Royal Dutch Shell is a global energy company with 87,000 employees in more than 70 countries and a global network of LPG production and marketing. Shell generated $467,153 Million in revenue in 2012.

Kuwait Petroleum Corporation (KPC) is recognized as one of today's top ten oil and energy conglomerates. KPC overseas a fully-integrated energy network which spans over six continents and controls all state owned elements of the Kuwait oil sector.

Astomos Energy is the largest LPG-specialized supplier in the world. Astomos is headquartered in Tokyo and controls 20% of Japan's domestic LPG industry. Astomos currently owns and/or charters 24 VLGCs and handles 10 million metric tons of LPG annually.

Competition

LPG carrier capacity is primarily a function of the size of the existing world fleet, the number of newbuildings being delivered and the scrapping of older vessels. As of January 1, 2014 there were 1,247 LPG carriers with an aggregate capacity of 21.3 million cbm. A further 151 LPG carriers of 5.9 million cbm are on order for delivery by 2017. The orderbook for LPG carriers is currently equivalent to 28% of the existing fleet in capacity terms. This is close to its long-term average and below the 32% peak seen in late 2007 and early 2008. In contrast to oil tankers and drybulk carriers, according to Poten & Partners, the number of shipyards with LPG carrier experience is quite limited, and as such, a sudden influx of supply beyond what is already on order before 2016 is unlikely. In the VLGC sector in which we operate, there are 157 vessels in the world fleet with 48 vessels on order for delivery by 2016. Approximately 20% of the fleet capacity in the VLGC sector is more than 20 years old.

We believe that our young fleet positions us well to compete and upon delivery of all the vessels in our VLGC Newbuilding Program, we expect to own and operate one of the largest fleets in our size segment, which, in our view, enhances our position relative to that of our competitors.

There are approximately 55 owners in the entire VLGC fleet, with the top ten owners possessing 43% of the total capacity in service. As of January 1, 2014, we are the second largest owner by combined capacity of fleet and orderbook in the VLGC segment with 246,000 cbm in our fleet and 1,344,000 cbm on order.

Logo and Licenses

We have entered into a license agreement with Dorian Holdings pursuant to which Dorian Holdings has granted us a non-transferable, non-exclusive, perpetual (subject to termination for material breach), world-wide, royalty-free right and license to use the Dorian logo and "Dorian LPG" in connection with our LPG business.

Seasonality

Liquefied gases are primarily used for industrial and domestic heating, as a chemical and refinery feedstock, as a transportation fuel and in agriculture. The liquefied gas carrier market is typically stronger in the spring and summer months in anticipation 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. As a result, demand for our vessels may be stronger in our fiscal quarters ending June 30 and September 30 and relatively weaker during our fiscal quarters ending December 31 and March 31, although 12-month time charter rates tend to smooth these short-term fluctuations. To the extent any of our time charters expire during the relatively weaker fiscal quarters ending December 31 and 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 or experience off-hire time for our vessels, which may adversely impact our business, financial condition and operating results. Please read "Our Fleet."

Environmental and Other Regulation

General

Governmental and international agencies extensively regulate the carriage, handling, storage and regasification of LPG. These regulations include international conventions and national, state and local laws and regulations in the countries where our vessels now or, in the future, will operate or where our vessels are registered. We cannot predict the ultimate cost of complying with these regulations, or the impact that these regulations will have on the resale value or useful lives of our vessels. Various governmental and quasigovernmental agencies require us to obtain permits, licenses and certificates for the operation of our vessels.

Although we believe that we are substantially in compliance with applicable environmental laws and regulations and have all permits, licenses and certificates required for our vessels, future non-compliance or failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of our vessels. A variety of governmental and private entities inspect our vessels on both a scheduled and unscheduled basis. These entities, each of which may have unique requirements and each of which conducts frequent inspections, include local port authorities, such as the U.S. Coast Guard, harbor master or equivalent, classification societies, flag state, or the administration of the country of registry, charterers, terminal operators and LPG producers.

International Maritime Organization Regulations of LPG Vessels

The IMO is the United Nations' agency that provides international regulations governing shipping and international maritime trade, including the International Convention on Civil Liability for Oil Pollution Damage, the International Convention on Civil Liability for Bunker Oil Pollution Damage, and the International Convention for the Prevention of Pollution from Ships, or the "MARPOL Convention." The flag state, as defined by the United Nations Convention on Law of the Sea, has overall responsibility for the implementation and enforcement of international maritime regulations for all ships granted the right to fly its flag. The "Shipping Industry Guidelines on Flag State Performance" evaluates flag states based on factors such as sufficiency of infrastructure, ratification of international maritime treaties, implementation and enforcement of international maritime regulations, supervision of surveys, casualty investigations, and participation at IMO meetings. The requirements contained in the International Management Code for the Safe Operation of Ships and for Pollution Prevention (the ISM Code) promulgated by the IMO, govern our operations. Among other requirements, the ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a policy for safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and also describing procedures for responding to emergencies. [We are compliant with the requirement to hold a Document of Compliance under the ISM Code.]

Vessels that transport gas, including LPG carriers are also subject to regulation under the IMO's International Gas Carrier Code (or the IGC Code). The IGC Code and similar regulations in individual member states, address fire and explosion risk posed by the transport of liquefied gases. Collectively these standards and regulations impose detailed requirements relating to the design and arrangement or cargo tanks, vents, and pipes; construction materials and compatibility; cargo pressure; and temperature control. Compliance with the IGC Code must be evidenced by a Certificate of Fitness for the Carriage of Liquefied Gases of Bulk. [Each of our vessels is in compliance with the IGC Code and each of our newbuilding/ conversion contracts requires that the vessel receive certification that it is in compliance with applicable regulations before it is delivered.] Non-compliance with the IGC Code or other applicable IMO regulations may subject a shipowner or a bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected 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 protocol of 1988, otherwise known as SOLAS, and its implementing regulations. SOLAS includes construction, equipment, and procedure requirements to assure the safe operation of commercial vessels. Among other things, SOLAS requires lifeboats and other 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 also adopted 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 into effect 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, the IMO amended SOLAS and added the International Ship and Port Facilities Security Code (ISPS) as a new chapter to that convention. The objective of the ISPS, which came into effect on July 1, 2004, is to detect security threats and take preventive measures against security incidents affecting ships or port facilities. [Our Manager has developed Security Plans, appointed and trained Ship and Office Security Officers and all of our vessels have been certified to meet the ISPS Code.]

SOLAS and other IMO regulations concerning safety, including those relating to treaties on training of shipboard personnel, lifesaving appliances, radio equipment and the global maritime distress and safety system, are applicable to our operations. Non-compliance with these IMO regulations may subject us to increased liability or penalties, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to or detention in some ports. For example, the U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and European Union ports.

The MARPOL Convention establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged form.

The IMO amended Annex I to MARPOL, by adding a new regulation relating to oil fuel tank protection that applies to 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 and engineering standards. IMO regulations also require owners and operators of vessels to adopt Ship Oil Pollution Emergency Plans. Periodic training and drills for response personnel and for vessels and their crews are required.

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" (or Annex VI) to MARPOL to address air pollution from ships. Annex VI came into force on May 19, 2005. It applies to all ships, fixed and floating drilling rigs and other floating platforms, sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts, and prohibits deliberate emissions of ozone depleting substances, such as chlorofluoro carbons. Annex VI also includes a global cap on sulfur content of fuel oil and allows for more stringent controls on sulfur emissions in special coastal areas known as Emission Control Areas, or ECAs designated by the IMO's Marine Environmental Protection Committee (MEPC). Ships weighing more than 400 gross tons and engaged in international voyages involving countries that have ratified the conventions, or ships flying the flag of those countries, are required to have an International Air Pollution Prevention Certificate (or an IAPP Certificate). Annex VI has 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 Initial Fleet have been issued IAPP Certificates.

On July 1, 2010 amendments to Annex VI to the MARPOL Convention that require progressively stricter limitations on sulfur emissions from ships took effect. As of January 1, 2012, fuel used to power ships could contain no more than 3.5% sulfur. This cap will then decrease progressively until it reaches 0.5% by January 1, 2020. However, in Emission Control Areas such as the North America ECA fuels cannot contain more than 1% sulfur with a further reduction to 0.1% on January 1, 2015. The Annex VI amendments also establish new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. Further, the European directive 2005/33/EU, which became effective on January 1, 2010, bans the use of fuel oils containing more than 0.1% sulfur by mass by any merchant vessel while at berth in any EU country. [Our vessels have achieved compliance, where necessary, by being arranged to burn [marine] gas only in their boilers when [alongside]. Marine Gas Oil and Low Sulfur Marine Gas Oil, or MGO and LSMGO, are the only fuels used in the vessels' diesel generators.]

Additionally, as discussed above, more stringent emission standards could apply in coastal areas designated as ECAs, such as the United States and Canadian coastal areas designated by the IMO's Marine Environment Protection Committee (MEPC). U.S. air emissions standards are now equivalent to these amended Annex VI requirements, and once these amendments become effective, we may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems.

Ballast Water Management Convention

The IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments (or the BWM Convention) in February 2004. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with a requirement for mandatory ballast water treatment. The BWM Convention will not become effective until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world's merchant shipping. The Convention has not yet entered into force because a sufficient number of states have failed to adopt it. The IMO has passed a resolution encouraging the ratification of the Convention and calling upon those countries that have already ratified to encourage the installation of ballast water management systems on new ships.

Bunkers Convention / Civil Liability Convention State Certificates

The International Convention on Civil Liability for Bunker Oil Pollution 2001 (or the Bunker Convention) entered into force in State Parties to the Convention on November 21, 2008. The Convention provides a liability, compensation and compulsory insurance system for the victims of oil pollution damage caused by spills of bunker oil. The Convention requires the ship owner liable to pay compensation for pollution damage (including the cost of preventive measures) 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, and registered in a State Party, or entering or leaving a port in the territory of a State Party, will be required to maintain insurance which meets the requirements of the Convention and to obtain a certificate issued by a State Party attesting that such insurance is in force. The State issued certificate must be carried on board at all times.

Many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended in 2000, or the "CLC." Under this convention and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. The limited liability protections are forfeited under the CLC where the spill is caused by the owner's personal fault and under the 1992 Protocol where the spill is caused by the owner's personal act or omission or by intentional or reckless conduct. Vessels trading to states that are parties to these conventions must provide evidence 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, various legislative 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 states to issue certificates. All of our vessels are in possession of a CLC State-issued certificate attesting that the required insurance coverage 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, prohibits the 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 System Certificate and undergo a survey before the vessel is put into service or when the antifouling systems are altered or replaced. We have obtained AFS, or Anti-fouling System Certificates for all of our vessels, which are subject to the International Convention on the Control of Harmful Anti-fouling Systems on Ships, and do not believe that 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, will be subject to various federal, state and local laws and regulations relating to protection of the environment. In some cases, these laws and regulations require us to obtain governmental permits and authorizations before we may conduct certain activities. These environmental laws and regulations may impose substantial penalties for noncompliance and substantial liabilities for pollution. Failure to comply with these laws and regulations may result in substantial civil and criminal fines and penalties. As with the industry generally, our operations will entail risks in these areas, and compliance with these laws and regulations, which may be subject to frequent revisions and reinterpretation, increases our overall cost of business.

Oil Pollution Act and CERCLA

The U.S. Oil Pollution Act of 1990 (OPA90) established an extensive regulatory and liability regime for environmental protection and clean up of oil spills. OPA90 affects all owners and operators whose vessels trade with the United States or its territories or possessions, or whose vessels operate in the waters of the United States, which include the U.S. territorial waters and the two hundred nautical mile exclusive economic zone of the United States. The Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) applies to the discharge of hazardous substances whether on land or at sea. While OPA90 and CERCLA would not apply to the discharge of LPG, they may affect us because we carry oil as fuel and lubricants for our engines, and the discharge of these substances could cause an environmental 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 and clean-up costs and other damages arising from oil spills from their vessels. These "responsible parties" would not be liable if the 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 from clean-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;

net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards; and

loss of subsistence use of natural resources.

Effective July 31, 2009, the U.S. Coast Guard adjusted the limits of OPA90 liability to the greater of $2,000 per gross ton or $17.088 million for any double-hull tanker that is over 3,000 gross tons (subject to possible adjustment for inflation). These limits of liability do not apply, however, 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. These limits likewise do not apply if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with the substance removal activities. This limit is subject to possible adjustment for inflation. OPA90 specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have 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' responsibilities under these laws.

CERCLA, which also applies to owners and operators of vessels, contains a similar liability regime and provides for cleanup, removal and natural resource damages for releases of "hazardous substances." Liability under CERCLA is limited to the greater of $300 per gross ton or $0.5 million for each release from vessels not carrying hazardous substances, cargo or residue, and $300 per gross ton or $5 million for each release from vessels carrying hazardous substances, cargo or residue. As with 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 the responsible party fails or refuses to report the incident or to cooperate and assist in connection with the substance removal activities. 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 U.S. Coast Guard evidence of financial responsibility 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. Under OPA90 regulations, an owner or operator of more than one vessel is required to demonstrate evidence of financial responsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the vessel having the greatest 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 U.S. Coast Guard National Pollution Funds Center, three-year certificates of financial responsibility, supported by guarantees which we purchased from an insurance based provider. [We believe that we will be able to continue to obtain the requisite guarantees and that we will continue to be granted certificates of financial responsibility from the U.S. Coast Guard 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 eliminate the limits of liability under OPA90 have been introduced in the U.S. Congress. Compliance with any new requirements of OPA90 may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes. Additional legislation, regulation, or other requirements applicable to the operation of our vessels that may be implemented in the future as could adversely affect our business and ability to make distributions to our unitholders.

Clean Water Act

The United States Clean Water Act (or CWA) prohibits the discharge of oil or hazardous substances in United States navigable waters unless authorized by a permit or exemption, and imposes strict liability in the form of penalties for unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA90 and CERCLA. In additional, many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law.

The EPA regulates the discharge of ballast water, bilge water, and other discharges incidental to the normal operation of vessels within U.S. waters. Under EPA's rules, commercial vessels 79 feet in length or longer (other than commercial fishing vessels), or Regulated Vessels, are required to obtain a CWA permit regulating and authorizing such normal discharges. This permit, which the EPA has designated as the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels (or VGP) incorporates the current U.S. Coast Guard requirements for ballast water management as well as supplemental ballast water requirements, and includes limits applicable to 26 specific discharge streams, such as deck runoff, bilge water and gray water. For each discharge type, among other things, the VGP establishes effluent limits pertaining to the constituents found in the effluent, including best management practices (or BMPs) designed to decrease the amount of constituents entering the waste stream. Unlike land-based discharges, which are authorized if they meet certain EPA-imposed numerical effluent limits, each of the 26 VGP discharge limits is deemed to be met when a Regulated Vessel carries out the BMPs pertinent to that specific discharge stream. The VGP imposes additional requirements on certain Regulated Vessel types with discharges unique to those vessels. Administrative provisions, such as inspection, monitoring, recordkeeping and reporting requirements, are also included for all Regulated Vessels. Several U.S. states have added specific requirements to the VGP and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards.

On March 8, 2011, EPA reached a settlement with several environmental groups and the State of Michigan regarding challenges to EPA's issuance of the VGP. As part of the settlement, EPA agreed to include in the draft 2013 VGP numeric concentration-based effluent limits for organisms in discharges of ballast water. The 2013 VGP was finalized and became effective on December 19, 2013. It contains numeric effluent limits for ballast water discharges that are expressed as maximum concentrations of living organisms per unit of ballast water volume discharged. These requirements correspond with the IMO's requirements under the BWM Convention, as discussed above, and are consistent with the Coast Guard's 2012 ballast water discharge standards described below. The 2013 VGP also includes additional BMP requirements for non-ballast water discharges. EPA will implement the 2013 VGP for existing vessels on a staggered schedule, depending on their size and the date of the first drydocking between January 1, 2014 and January 1, 2016. Vessels that are constructed after December 1, 2013 are immediately subject to the new ballast water effluent limitations.

National Aquatic Invasive Species Act

The National Invasive Species Act (or NISA) was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by ships in foreign ports. NISA established a ballast water management program for ships entering U.S. waters. Under NISA, mid-ocean ballast water exchange is voluntary, except for ships heading to the Great Lakes, Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope crude oil. However, NISA's exporting and record-keeping requirements are mandatory for vessels bound for any port in the United States. Although ballast water exchange is the primary means of compliance with the act's guidelines, compliance can also be achieved through the retention of ballast water onboard the ship, or the use of environmentally sound alternative ballast water management methods approved by the U.S. Coast Guard. If the mid-ocean ballast exchange is made mandatory throughout the United States, or if water treatment requirements or options are instituted, the costs of compliance could increase significantly for ocean carriers.

The U.S. Coast Guard revised ballast water management regulations that became effective on June 21, 2012 establish standards for allowable concentration of living organisms in ballast water discharged in U.S. waters. The revised regulations include ballast water discharge standards for vessels calling on U.S. ports and intending to discharge ballast water that are equivalent to those established under the IMO's BWM Convention. The revised rule requires that ballast water discharge have no more than 10 living organisms per milliliter for organisms between 10 and 50 micrometers in size. For organisms larger than 50 micrometers, the discharge can have 10 living organisms per cubic meter of discharge. New ships constructed on or after December 1, 2013 must comply with these standards on delivery and existing ships must comply by their first drydock after January 1, 2014 or no later than January 1, 2016. The U.S. Coast Guard will review the practicability of implementing a more stringent ballast water discharge standard and publish the results no later than January 1, 2016. If Coast Guard-approved technologies are not available by a vessel's compliance date, the vessel may request the Coast Guard to extend the deadline for installation of such technology. Compliance with these regulations may require us to incur additional costs and other measures that may be significant.

Clean Air Act

The U.S. Clean Air Act of 1970, as amended (or the CAA) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas and emission standards for so-called "Category 3" marine diesel engines operating in U.S. waters. The marine diesel 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 the amendments to Annex VI to MARPOL. The emission standards apply in two stages: near-term standards for newly-built engines will apply from 2011, and long-term standards requiring an 80% reduction in nitrogen dioxides (or NOx) that will apply from 2016. Compliance with these standards may cause us to incur costs to install control equipment on our vessels in the future.

Other Regulations

The European Union has also adopted legislation that would: (1) ban manifestly sub-standard vessels (defined as those over 15 years old that have been detained by port authorities at least twice in a six month period) from European waters and require port states to inspect vessels posing a high risk to maritime safety or the marine environment; and (2) provide the European Union with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies.

The European Union has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/EC/33 (amending Directive 1999/32/EC) introduced requirements parallel to those in MARPOL Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in EU ports, effective January 1, 2010.

In 2005, the European Union adopted a directive on ship-source pollution, imposing criminal sanctions for intentional, reckless or negligent pollution discharges by ships. The directive could result in criminal liability for pollution from vessels in waters of European countries that adopt implementing legislation. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. We cannot predict what regulations, if any, may be adopted by the European Union 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 are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently, the emissions of greenhouse gases from ships involved in international transport are not subject to the Kyoto Protocol. In December 2009, more than 27 nations, including the United States and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. In addition, in December 2011, the Conference of the Parties to the United Nations Convention on Climate Change adopted the Durban Platform which calls for a process to develop binding emissions limitations on both developed and developing countries under the United Nations Framework Convention on Climate Change applicable to all Parties. In April 2013, the European Union Parliament rejected proposed changes to the European Union Emissions law regarding carbon trading. The European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels. In January 2012, the European Commission launched a public consultation on possible measures to reduce greenhouse gas emissions from ships. In June 2013 the European Commission developed a strategy to integrate maritime emissions into the overall European Union strategy to reduce greenhouse gas emissions. If the strategy is adopted by the European Parliament and Council, large vessels using European Union ports would be required to monitor, report and verify their carbon dioxide emissions beginning in January 2018. In December 2013 the European Union environmental ministers discussed draft rules to implement monitoring and reporting of carbon dioxide emissions from ships.

As of January 1, 2013 all ships must comply with mandatory requirements adopted by MEPC in July 2011 in part to address greenhouse gas emissions. The amendments to MARPOL Annex VI Regulations for the prevention of air pollution from ships add a new Chapter 4 to Annex VI on Regulations on energy efficiency requiring new ships to meet the Energy Efficiency Design Index (EEDI), for new ships, and all ships to develop and implement a Ship Energy Efficiency Management Plan (SEEMP). Other amendments to Annex VI add new definitions and requirements for survey and certification, including the format for the International Energy Efficiency Certificate. The regulations apply to all ships of 400 gross tonnage and above. These new rules will likely affect the operations of vessels that are registered in countries that are signatories to MARPOL Annex VI or vessels that call upon ports located within such countries. The implementation of the EEDI and SEEMP standards could cause us to incur additional compliance costs. MEPC is also considering market-based mechanisms to reduce greenhouse gas emissions from ships. It is impossible to predict the likelihood that such a standard might be adopted or its potential impact on our operations at this time.

In the United States, the EPA has issued a final finding that greenhouse gases threaten public health and safety, and has promulgated regulations that regulate the emission of greenhouse gases from certain mobile sources and has proposed regulations to limit greenhouse gases from large stationary sources. The EPA may decide in the future to regulate greenhouse gas emissions from ships and has already been petitioned by the California Attorney General to regulate greenhouse gas emissions from ocean-going vessels. Other federal and state regulations relating to the control of greenhouse gas emissions may follow. Any climate control legislation or other regulatory initiatives adopted by the IMO, the European Union, the United States, or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures, including capital expenditures or operational changes to upgrade our vessels, that we cannot predict with certainty at this time. In addition, even without such regulation, our business may 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 vessel security. On November 25, 2002, the Maritime Transportation Act of 2002 (or MTSA) came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new chapter became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the ISPS Code. The ISPS Code is designed to protect ports and international shipping against terrorism. 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 automatic transmission 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 alerts the authorities on shore;

the development of vessel security plans;

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 ship and of the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from obtaining U.S. Coast Guard-approved MTSA vessel security plans provided such vessels have on board an ISSC that attests to the vessel'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 our vessels in our fleet complies with the requirements of the ISPS Code, SOLAS and the MTSA.

Other Regulation

Our LPG vessels may also become subject to the 2010 HNS Convention, if it is entered into force. The Convention creates a regime of liability and compensation for damage from hazardous and noxious substances (or HNS), including liquefied gases. The 2010 HNS Convention sets up a two-tier system of compensation composed of compulsory insurance taken out by shipowners and an HNS Fund which comes into play when the insurance is insufficient to satisfy a claim or does not cover the incident. Under the 2010 HNS Convention, if damage is caused by bulk HNS, claims for compensation will first be sought from the shipowner up to a maximum of 100 million Special Drawing Rights (or SDR). If the damage is caused by packaged HNS or by both bulk and packaged HNS, the maximum liability is 115 million SDR. Once the limit is reached, compensation will be paid from the HNS Fund up to a maximum of 250 million SDR. The 2010 HNS Convention has not been ratified by a sufficient number of countries to enter into force, and we cannot estimate the costs that may be needed to comply with any such requirements that may be adopted with any certainty at this time.

Legal Proceedings

From time to time we expect to be subject to legal proceedings and claims in the ordinary course of our business, principally personal injury and property casualty claims. These claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on us.

Properties

Other than our vessels, we do not own any material property.

Exchange Controls

Under the Republic of the Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of distributions, interest or other payments to non-resident shareholders.

MANAGEMENT

Directors and Senior Management

Set forth below are the names, ages and positions of our current directors and executive officers, who are employed by our wholly-owned subsidiary, Dorian LPG (USA) LLC, which since , 2014 has provided the services of our management. Our directors are divided into three classes, one or another expiring each year, so that each term going forward will be three years. Each director holds office until his or her term expires or until his or her death, resignation, removal or the earlier termination of his or her term of office. All directors whose term expires are eligible for re-election. Officers are appointed from time to time by our board of directors and hold office until a successor is appointed or their employment is terminated. The business address of each of our directors and executive officers listed below is c/o Dorian LPG Ltd., 27 Signal Road, Stamford, Connecticut 06878.

Name	Age	Position	Terms exp.

John C. Hadjipateras	63	Executive Chairman, President, Chief Executive Officer and Principal Executive Officer; President, Dorian LPG (USA) LLC	2016

Nigel D. Widdowson.	68	Director	2014

Charles Fabrikant	69	Director	2016

Øivind Lorentzen	63	Director	2015

Thomas J. Coleman	48	Director	2014

Eric Fabrikant	33	Director	2014

Robert Bugbee	53	Director	2015

John C. Lycouris	63	Director; Chief Executive Officer, Dorian LPG (USA) LLC	2015

Alexander C. Hadjipateras	35	Chief Operating Officer and Secretary, Dorian LPG (USA) LLC

Theodore B. Young	46	Chief Financial Officer, Treasurer and Principal Financial and Accounting Officer; Chief Financial Officer and Treasurer, Dorian LPG (USA) LLC

Nigel Grey-Turner	60	Vice President of Chartering, Insurance and Legal, Dorian LPG (USA) LLC

__________

* Scorpio Tankers has the right to appoint one director on our board of directors, which is currently Mr. Bugbee.

Biographical information concerning the directors and executive officers listed above is set forth below.

John C. Hadjipateras has served as Executive Chairman of the Board and as our President and Chief Executive Officer and as President of Dorian LPG (USA) LLC since our inception in July 2013. Mr. Hadjipateras has been actively involved in the management of shipping companies since 1972. From 1972 to 1992, Mr. Hadjipateras was the Managing Director of Peninsular Maritime Ltd., in London and subsequently served as President of Eagle Ocean. He has served as a member of the board of the Greek Shipping Cooperation Committee, of the Council of Intertanko and has been a member of the Baltic Exchange since 1972 and of the American Bureau of Shipping since 2011. He also served on the Board of Advisors of the Faculty of Language and Linguistics of Georgetown University and is a trustee of Kidscape, a leading U.K. charity organization. He was a Director of SEACOR Holdings, a global provide of marine transportation equipment and logistics services, from 2000 until 2013.

Nigel D. Widdowson has served as a director of the Board since our inception in July 2013. Mr. Widdowson is currently a Director of Eagle Ocean Transport, a position he has held since 2002. Mr. Widdowson has spent over 40 years in tanker chartering and arranging for the sale and purchase of vessels operating for entities located in in London and New York. Mr. Widdowson's key focus areas include strategy development, market analysis, and managing relationships with key customers focusing on the LPG market.

Charles Fabrikant has served as a director of the Board since July 2013. Mr. Fabrikant currently serves as Executive Chairman of the Board and an officer and a director of SEACOR Holdings Inc. and several of its subsidiaries. Mr. Fabrikant is a director of Diamond Offshore Drilling, Inc., a contract oil and gas driller and Hawker Pacific Airservices Limited, an aviation sales product support company. Mr. Fabrikant serves as the Non-Executive Chairman of the Board of Era Group Inc., an international helicopter operator. He served as the President and Chief Executive Officer of Era Group Inc. from October 2011 through April 2012. He is also President of Fabrikant International Corporation, a privately owned corporation engaged in marine investments. Mr. Fabrikant is a graduate of Columbia University School of Law and Harvard University.

Øivind Lorentzen has served as a director of the Board since July 2013. Mr. Lorentzen is currently Chief Executive Officer of SEACOR Holdings Inc., a position he has held since 2010. Mr. Lorentzen is a Director of Era Group Inc., an international helicopter operator. From 1990 until September 2010, Mr. Lorentzen was President of Northern Navigation America, Inc., an investment management and ship-owning agency company concentrating in specialized marine transportation and ship finance. From 1979 to 1990, Mr. Lorentzen was Managing Director of Lorentzen Empreendimentos S.A., an industrial and shipping group in Brazil, and he served on its Board of Directors until December 2005. From 2000 to 2008, Mr. Lorentzen was Chairman of NFC Shipping Funds, a leading private equity fund in the maritime industry. Mr. Lorentzen is a director of Blue Danube, Inc., a privately owned inland marine service provider, and a director of Genessee & Wyoming Inc., an owner and operator of short line and regional freight railroads. Mr. Lorentzen earned his undergraduate degree at Harvard College and his Masters of Business Administration from the Harvard Business School.

Thomas J. Coleman has served as a director of the Board since September 2013. Mr. Coleman has served as co-Founder and co-President of Kensico Capital Management Corporation (Kensico) since 2000. Mr. Coleman is also the co-principal of each of Kensico's affiliates. Prior to working with Kensico and its affiliates, Mr. Coleman was employed by Halo Capital Partners. Prior to his employment at Halo, Mr. Coleman founded and served as Chief Executive Officer and a director of PTI Holding Inc. from 1990 until 1995. Since October 2012, Mr. Coleman has served as a director of WebMD. From February 2011 until its sale in January 2012, Mr. Coleman served as a director of Tekelec, a publicly traded global provider of core network solutions.

Eric Fabrikant has served as a director of the Board since July 2013 and is the son of Charles Fabrikant. Mr. Fabrikant has been Vice President of SEACOR Holdings Inc. since May 2009. Mr. Fabrikant has been President of SEACOR Environmental Services Inc. since January 2011. Since January 2008 he served as Vice President of SEACOR Commodity Trading LLC, working to support the company in all administrative aspects of its development while seeking opportunities to develop other areas of business for SEACOR Holdings Inc. and its subsidiaries. He serves as Chief Executive Officer and director of Seabulk Tankers, Inc. and Seabulk Towing, Inc. In addition, Mr. Fabrikant holds various positions in other SEACOR Holdings Inc. subsidiaries including Chief Executive Officer and President. Mr. Fabrikant was Treasurer of Nabors Industries until the end of 2007. Mr. Fabrikant graduated from Georgetown University (B.S. B.A. Finance) in 2002.

Robert Bugbee has served as a director of the Board since November 2013. Mr. Bugbee has more than 25 years of experience in the shipping industry. He is a co-founder and has served as a director since April 2013 and a President since July 2013 of Scorpio Bulkers (NYSE: SALT). Mr. Bugbee also serves as President and Director of Scorpio Tankers (NYSE: STNG) since its initial public offering in April 2010. He joined Scorpio Group in February 2009 and has continued to serve there in senior management. Prior to joining Scorpio Group, Mr. Bugbee was a partner at Ospraie Management LLP between 2007 and 2008, a company which advises and invests in commodities and basic industry. From 1995 to 2007, Mr. Bugbee was employed at OMI Corporation, or OMI, a NYSE-listed tanker company sold in 2007. While at OMI, Mr. Bugbee most recently served as President from January 2002 until the sale of the company, and he previously served as Executive Vice President since January 2001, Chief Operating Officer since March 2000 and Senior Vice President of OMI from August 1995 to June 1998. Mr. Bugbee joined OMI in February 1993. Prior to this, he was employed by Gotaas-Larsen Shipping Corporation since 1984. During this time he took a two year sabbatical from 1987 for the M.I.B. Programme at the Norwegian School for Economics and Business administration in Bergen. He has a Fellowship from the International Shipbrokers Association and a B.A. (Honors) from London University.

John C. Lycouris has served as Chief Executive Officer of Dorian LPG (USA) LLC and a director of the Company since our inception in July 2013. Since joining Eagle Ocean in 1993, Mr. Lycouris attended to a multitude of sale and purchase contracts and pre and post delivery financing of newbuilding and second hand vessels in the tanker, LPG, and dry bulk sectors. Mr. Lycouris' responsibilities include investment strategy for a number of portfolios on behalf of domestic and foreign principals represented by Eagle Ocean. Before joining Eagle Ocean, Mr. Lycouris served as Director of Peninsular Maritime Ltd. a ship brokerage firm, which he joined in 1974, and managed the Finance and Accounts departments. Mr. Lycouris graduated from Cornell University, where he earned an MBA, and from Ithaca College with a Bachelor of Science.

Alexander C. Hadjipateras has served as Chief Operating Officer of Dorian LPG (USA) LLC since July 2013 and is the son of John Hadjipateras. Mr. Hadjipateras' main areas of focus are business development and commercial strategy, and he also assists in the management of the company's operations in Piraeus, Greece, where he is based. Since joining Eagle Ocean in 2006, Mr. Hadjipateras has been involved in managing its Aframax and VLGC newbuilding program at Sumitomo Shipyard in Japan and Hyundai Heavy Industries in South Korea and also has participated in its Aframax spot chartering from Highbury. Mr. Hadjipateras has worked closely with oil majors to secure approval for future time charter and newbuilding business development opportunities. Prior to joining Eagle Ocean, Mr. Hadjipateras worked as a Business Development Manager at Avenue A / Razorfish, a leading digital consultancy and ad-agency based in San Francisco. Mr. Hadjipateras graduated from Georgetown University with a Bachelor of Arts in history.

Theodore B. Young has served as our Chief Financial Officer and Treasurer and as Chief Financial Officer and treasurer of Dorian LPG (USA) LLC since July 2013 and as head of corporate development for Eagle Ocean from 2011 to 2013. From 2004-2011, Mr. Young was a Senior Managing Director and member of the Investment Committee at Irving Place Capital (IPC), where he worked on investments in the industrial, transportation, and business services sectors. Prior to joining IPC, Mr. Young was a Principal at Harvest Partners, a New York-based middle market buyout firm, from 1997 to 2004. There he was active in industrial transactions and played a key role in the firm's multinational investment strategy. Prior to his career in private equity, Mr. Young was an investment banker with Merrill Lynch and Co. and SBC Warburg Dillon Read and its predecessors in New York, Zurich, and London. Mr. Young holds an AB from Dartmouth College and an MBA from the Wharton School of the University of Pennsylvania with a major in accounting.

Nigel Grey-Turner has served as Vice President of Chartering, Insurance and Legal of Dorian LPG (USA) LLC since July 2013. Mr. Grey-Turner also serves as a Director of Highbury Shipping Services Ltd, a ship brokerage firm in London which he co-founded in 1995. Mr. Grey-Turner has been involved with the spot and period chartering of VLCC, Suezmax and Aframax oil tankers, and VLGC and Pressure gas tankers on behalf of foreign clients. He has also negotiated a number of newbuilding contracts with shipyards in Japan and South Korea and a number of second-hand vessel sale and purchase transactions on behalf of foreign clients. Prior to co-founding Highbury, Mr. Grey-Turner worked at Peninsular Maritime Ltd, a ship brokerage firm in London, for 12 years. Mr. Grey-Turner is a qualified lawyer, and has a Bachelor of Laws degree from Kings College, University of London.

Board of Directors and Committees

Our board of directors currently consists of eight members, of which are considered "independent" under the rules of the NYSE.

Prior to the completion of this offering, we will establish an audit committee that consists of three directors, each of whom qualifies as "independent" under Rule 10A-3 under the Exchange Act. Our audit committee will be responsible for ensuring that we have an independent and effective internal and external audit system. Additionally, the audit committee will support the board of directors in the administration and exercise of its responsibility for supervisory oversight of financial reporting and internal control matters and maintains appropriate relationships with our auditors. Our board of directors has determined that qualifies as an "audit committee financial expert" for purposes of SEC rules and regulations.

We will also establish a compensation committee comprised of the members of the audit committee which will be responsible for recommending to the board of directors our senior executive officers' compensation and benefits. We will also establish a nominating and corporate governance committee which will be responsible for recommending to the board of directors nominees for director and directors for appointment to board committees and advising the board with regard to corporate governance practices.

Our board of directors will also establish a conflicts committee composed of at least two members of our board of directors to review all transactions that the board of directors believes may involve conflicts of interest, and will determine if such transaction and the resolution of the conflict of interest is fair and reasonable to us. At least 50% of the members of the conflicts committee may not be officers or employees of us or directors, officers or employees of any entity with a controlling interest in us or such controlling entity's affiliates. Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, and not a breach by our directors of any duties any of them may owe us or our shareholders.

Our board of directors may, in the future, establish such other committees as it determines from time to time.

Corporate Governance Practices

Pursuant to an exception under the NYSE listing standards available to foreign private issuers, we are not required to comply with all of the corporate governance practices followed by U.S. companies under the NYSE listing standards, which are available at www.nyse.com. Under SEC rules, the next determination with respect to our status as a foreign private issuer will be made with respect to us on September 30, 2014. In the event that we lose our status as a foreign private issuer, we will subsequently be required to comply with the corporate governance practices applicable to U.S. companies under the NYSE listing standards. Except as set forth below, we intend to comply with the NYSE standards applicable to listed U.S. companies. Pursuant to Section 303.A.11 of the NYSE Listed Company Manual, we are required to list the significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies. Set forth below is a list of those differences.

Executive Sessions. The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Marshall Islands law, our non-management directors do not regularly hold executive sessions without management and we do not expect them to do so in the future.

Corporate Governance Guidelines. The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Marshall Islands law and we have not adopted such guidelines.

Board of Directors and Executive Compensation

Our officers, who may also serve as our directors, will not receive additional compensation for their services as directors. We anticipate that each non-management director will receive compensation for attending meetings of our board of directors, as well as committee meetings. As of , 2014, the services of our management are provided by our wholly-owned subsidiary, Dorian LPG (USA) LLC pursuant to a services agreement with Dorian LPG (USA) LLC. Prior to , 2014, the services of our executive management were provided pursuant to the management agreements with Dorian (Hellas). For more information on the management agreements with Dorian (Hellas), please see "Related Party Transactions—Management Agreements." Pursuant to the services agreement with Dorian LPG (USA) LLC, we expect to pay aggregate compensation in 2014 of approximately $ million, which includes awards under our equity incentive plan. We expect non-management directors will each receive a director fee of $ per year, and members of the audit committee will each receive a committee fee of $ per year. In addition, each director will be reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. Further, none of the members of our board of directors or officers will receive any benefits upon termination of their directorships or officers positions.

Our officers and directors are eligible to receive awards under our equity incentive plan which is described below under "—Equity Incentive Plan."

Equity Incentive Plan

Prior to the completion of this offering, we plan to adopt an equity incentive plan, which we refer to as the Equity Incentive Plan, under which directors, officers, and employees, (including any prospective officer or employee) of the Company and its subsidiaries and affiliates, and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its subsidiaries and affiliates, as well as entities wholly-owned or generally exclusively controlled by such persons, may be eligible to receive incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, unrestricted stock and other equity-based or equity-related awards that the plan administrator determines are consistent with the purposes of the plan and the interests of the Company. We plan to reserve a total of common shares for issuance under the Equity Incentive Plan, subject to adjustment for changes in capitalization as provided in the Equity Incentive Plan. The plan will be administered by our compensation committee.

Under the expected terms of the plan, stock options and stock appreciation rights granted under the plan will have an exercise price equal to the fair market value of a common share on the date of grant, unless otherwise determined by the plan administrator, but in no event will the exercise price be less than the fair market value of a common share on the date of grant. Options and stock appreciation rights will be exercisable at times and under conditions as determined by the plan administrator, but in no event will they be exercisable later than from the date of grant.

The plan administrator may grant shares of restricted stock and awards of restricted stock units subject to vesting, forfeiture and other terms and conditions as determined by the plan administrator. Following the vesting of a restricted stock unit, the award recipient will be paid an amount equal to the number of vested restricted stock units multiplied by the fair market value of a common share on the date of vesting, which payment may be paid in the form of cash or common shares or a combination of both, as determined by the plan administrator. The plan administrator may grant dividend equivalents with respect to grants of restricted stock units.

Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event. In the event of a "change in control" (as defined in the plan), unless otherwise provided by the plan administrator in an award agreement, awards then outstanding will become fully vested and exercisable in full.

Our board of directors may amend or terminate the plan and may amend outstanding awards, provided that no such amendment or termination may be made that would materially impair any rights, or materially increase any obligations, of a grantee under an outstanding award. Shareholder approval of plan amendments will be required under certain circumstances. Unless terminated earlier by our board of directors, the plan will expire from the date the plan is adopted.

Employees

As of , 2014, we employed approximately people, including contracted labor, in our offices in Greece, the U.S. and the United Kingdom.

RELATED PARTY TRANSACTIONS

Contribution and Conveyance Agreement

On July 29, 2013, we entered into a contribution and conveyance agreement with Dorian Holdings, pursuant to which we transferred 23,335,675 common shares to Dorian Holdings in exchange for the following:

100% of the interests in three vessel-owning subsidiaries (these subsidiaries own the Captain Nicholas ML, Captain John NP and Captain Markos NL, respectively);

100% of the interests in two subsidiaries which collectively have newbuilding contracts for two VLGCs, option rights to construct an additional 1.5 VLGCs and $2.65 million in cash;

$9.7 million in cash ($7.4 million of which was used to reimburse Dorian Holdings for an advance for vessels under construction and $2.3 million was used for the reimbursement of the cost of onboard inventories); and

Also on July 29, 2013, under the Contribution and Conveyance Agreement, we acquired 100% of the interests in the vessel-owning subsidiary that owns the Grendon, plus inventory onboard, for $6.6 million in cash.

Option and Assignment Agreement

On July 29, 2013, we entered into an option and assignment agreement with Dorian Holdings, Dorian (Hellas), an affiliate of Dorian Holdings, and SEACOR Gas Transport Corporation ("SEACOR Gas"), an affiliate of SeaDor Holdings, pursuant to which Dorian Holdings and SEACOR Gas have assigned, conveyed, transferred and delivered their rights under their respective option agreements for the construction of three additional newbuildings to us.

On , 2014 we exercised our option for the construction of three newbuildings pursuant to the rights granted to us under the option and assignment agreement.

Contribution and Release Agreement

On July 29, 2013, we entered into a contribution and release agreement with Dorian (Hellas) and SeaDor Holdings, pursuant to which SEACOR Holdings Inc. provided to us $49.9 million in cash and transferred, assigned, set over and delivered its right, title and interest in Seacor LPG I LLC, one of the entities with an assigned newbuilding contract, to us against a consideration of an aggregate of 23,335,675 common shares and $301,173.

In connection with our transactions with SEACOR Holdings Inc. and its affiliates, Eagle Ocean Transport, a company 100% owned by Mr. John Hadjipateras, is entitled to retain 100% of any portion of the shipbroker fee rebated to it as compensation for its services in securing newbuilding contracts. To the extent that any fees are received in respect of option vessels, such fees shall be shared evenly between SEACOR Holdings Inc. and Eagle Ocean Transport.

License Agreement

On July 29, 2013, we entered into a license agreement 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), worldwide, royalty-free right and license to use the Dorian logo and "Dorian LPG" in connection with our LPG business.

100

Management Agreements

On July 26, 2013, each of CMNL LPG Transport LLC, CJNP LPG Transport LLC, CNML LPG Transport LLC and Grendon Tanker LLC, our wholly-owned subsidiaries which own the four vessels of our Initial Fleet, entered into a ship management agreement with Dorian (Hellas) pursuant to which Dorian (Hellas), through its subcontractors Eagle Ocean and Highbury, provided management services to us on substantially the same terms as the management agreements between Dorian (Hellas) and our Predecessor. Under the management agreements, Dorian (Hellas) also provided strategic, financial and commercial management services through Eagle Ocean and chartering, legal and insurance services through Highbury, and received a fixed annual fee of $1,125,000, or $93,750 per month, for each of the four vessels in our Initial Fleet. These management agreements were terminated

on , 2014.

In addition, pursuant to a newbuilding supervision agreement entered into with Dorian (Hellas), Dorian (Hellas) provided newbuilding supervision services through Eagle Ocean for a fee of $15,000 per month per vessel until , 2014, when this agreement was terminated.

Pursuant to transition agreements entered into with Dorian (Hellas), we transitioned all management functions to our wholly-owned subsidiaries Dorian LPG Management, Dorian LPG (USA) LLC, and Dorian LPG (UK) LLC as of , 2014. Since that date, no fees for such services are paid to any related parties. In addition, pursuant to the transition agreements, each of Dorian (Hellas), Eagle Ocean and Highbury transferred a certain number of employees and selected assets to our wholly-owned subsidiaries. A limited number of transferred employees may continue to supply selected services to Dorian (Hellas), Eagle Ocean or Highbury.

Shareholders Agreement and Purchase Agreement

On November 26, 2013, we entered into a purchase agreement with Scorpio Tankers, pursuant to which we issued 39,952,123 common shares to Scorpio Tankers in exchange for shipbuilding contracts for the construction of 13 newbuilding VLGCs, under which aggregate installments of $83.1 million had been paid, and cash in the amount of $1.93 million. Concurrently, we entered into a shareholders agreement with Scorpio Tankers and our existing shareholders SeaDor Holdings and Dorian Holdings, pursuant to which we granted Scorpio Tankers, SeaDor Holdings and Dorian Holdings certain rights, including consent rights, preemptive rights, rights of first offer and tag-along rights, which will expire prior to the closing of this offering. Scorpio Tankers also received the right to appoint one director to our Board for so long as Scorpio Tankers beneficially owns 10% of our outstanding common shares. In addition, until the earlier of April 27, 2015 and the date that Scorpio Tankers ceases to be entitled to appoint one director to our Board, Scorpio Tankers, SeaDor Holdings and Dorian Holdings agreed not to compete with us, either directly or indirectly, in the business of owning and operating VLGC and LGC vessels.

Pursuant to the shareholders agreement, Scorpio Tankers, SeaDor Holdings and Dorian Holdings will have the right, subject to certain terms and conditions, to require us, on up to three separate occasions beginning 180 days following the closing of this offering, to register under the Securities Act our common shares held by them for offer and sale to the public, including by way of underwritten public offering (provided that each such shareholder shall be entitled to request one additional demand registration to the extent such shareholder has not been included or did not participate in any demand registration). In addition, Scorpio Tankers, SeaDor Holdings and Dorian Holdings may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. Scorpio Tankers, SeaDor Holdings and Dorian Holdings will also have the ability to exercise certain piggyback registration rights permitting participation in certain registrations of common shares by us. All expenses relating to registration will be borne by us.

101

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of shares as of the date of this prospectus and upon completion of this offering held by beneficial owners of 5% or more of our shares and by all of our directors and officers as a group. The persons in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them. All of our shareholders, including the shareholders listed in the table below, are entitled to one vote for each common share held.

	Shares Beneficially Owned Prior to Offering					Shares to be Beneficially Owned After Offering
Name and Address of Beneficial Owner	Number		Percentage(1)			Number	Percentage(1)
Scorpio Tankers Inc.		64,073,745		30.0	%
SeaDor Holdings LLC(2)(3)		46,635,675		21.8	%
Dorian Holdings LLC(2)(4)		28,214,119		13.2	%
Kensico Capital		23,066,548		10.8	%
Directors and executive officers as a group		-		-

________________

(1)

Calculated based on shares, which assumes the underwriters do not exercise their over-allotment option.

(2)

Deemed to beneficially own these shares through Concord LPG Holdings LLC.

(3)

SeaDor Holdings LLC is wholly owned by SEACOR Holdings Inc.

(4)

Dorian Holdings LLC is wholly owned by Astromar LLC, of which John Hadjipateras, our Executive Chairman, President and Chief Executive Officer, is a shareholder.

102

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our articles of incorporation and bylaws currently in effect. Because the following is a summary, it does not contain all of the information that you may find useful. For more complete information, please read our articles of incorporation and bylaws, copies of which are filed as exhibits to the registration statement, of which this prospectus is a part.

Purpose

Our purpose, as stated in our articles of incorporation, is to engage in any lawful act or activity for which companies may be organized under the Marshall Islands Business Corporation Act of 1981, or the BCA.

Authorized Capitalization

Under our articles of incorporation, our authorized share capital consists of 450 million common shares, par value $0.01 per share, of which 213,579,149 shares were issued and outstanding as of the date of this prospectus and 50 million preferred shares, par value $0.01 per share, of which no shares were issued and outstanding as of the date of this prospectus. Upon consummation of this offering, we will have outstanding common shares and no preferred shares. All of our shares are in registered form.

Common Shares

Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Please read "Dividend Policy." Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred shares having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata our remaining assets available for distribution. Holders of common shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common shares are subject to the rights of the holders of any preferred shares which we may issue in the future.

Preferred shares

Our articles of incorporation authorize our board of directors to establish one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:

the designation of the series;

the number of shares of the series, which our board may, except where otherwise provided in the preferred shares designation, increase or decrease, but not below the number of shares then outstanding;

whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;

the dates at which dividends, if any, will be payable;

the redemption rights and price or prices, if any, for shares of the series;

the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;

the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;

whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates and any rate adjustments;

restrictions on the issuance of shares of the same series or of any other class or series; and

the voting rights, if any, of the holders of the series.

103

Authorized but Unissued Share Capital

The BCA does not require shareholders' approval for any issuance of authorized shares.

Share History

On July 1, 2013, we issued 100 shares to Dorian Holdings in connection with our formation.

On July 29, 2013, we issued 93,221,621 shares in a private transaction exempt from registration under the Securities Act, of which Dorian Holdings and SEACOR Holdings purchased 23,335,675 and 23,335,675 shares respectively, with the balance purchased by other qualified institutional buyers and non-U.S. persons.

On November 26, 2013, we issued 39,952,123 shares to Scorpio Tankers in a private transaction exempt from registration under the Securities Act.

On November 26, 2013, we issued 80,405,405 shares in a private transaction exempt from registration under the Securities Act, of which Scorpio Tankers, Dorian Holdings and SeaDor Holdings purchased 24,121,621, 4,878,444 and 23,300,000 shares, respectively, with the balance purchased by other qualified institutional buyers and non-U.S. persons.

Concurrently with this offering, we will offer to exchange all of our unregistered shares other than those held by affiliates for shares that have been registered under the Securities Act, which we refer to as the Exchange Offer. The Exchange Offer will be made only by means of a prospectus and a related letter of transmittal.

Directors

Our articles of incorporation provide that, subject to any rights of holders of preferred shares, our directors shall be divided into three classes. The term of office of one or another of the three classes shall expire each year. The term of the first class of our directors will expire at the annual general meeting in 2015, the second class of our directors will expire at the annual general meeting in 2016 and the third class of our directors will expire at the annual general meeting in 2017. The directors elected at our general meetings shall be identified as being directors of the same class as the ones they succeed, and shall hold office until the third succeeding annual general meeting. Any vacancies in the Board for any reason, and any created directorships resulting from any increase in the number of directors, may be filled by the vote of not less than a majority of the members of the Board then in office, and any such director so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. Our articles of incorporation provide that no director may be removed except both for cause and with the affirmative vote of two-thirds of the votes cast at an annual general meeting.

Shareholder meetings

Under our amended and restated bylaws, annual meetings of shareholders will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Republic of The Marshall Islands. Special meetings may be called at any time by a majority of our board of directors, the chairman of our board of directors or an officer of the Company who is also a director. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting. One or more shareholders representing at least one-third of the total voting rights of our total issued and outstanding shares present in person or by proxy at a shareholder meeting shall constitute a quorum for the purposes of the meeting.

Dissenters' Rights of Appraisal and Payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, including certain mergers or consolidations or sales of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares, subject to exceptions. For example, the right of a dissenting shareholder to receive payment of the fair value of his shares is not available if for the shares of any class or series of shares, which shares at the record date fixed to determine the shareholders entitled to receive notice of and vote at the meeting of shareholders to act upon the agreement of merger or consolidation, were either (1) listed on a securities exchange or admitted for trading on an interdealer quotation system or (2) held of record by more than 2,000 holders. In the event of any further amendment of our articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which the company's shares are primarily traded on a local or national securities exchange. The value of the shares of the dissenting shareholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser.

104

Shareholders' Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

Limitations on Liability and Indemnification of Officers and Directors

The BCA authorizes corporations to limit or eliminate the personal liability of directors to corporations and their shareholders for monetary damages for breaches of directors' fiduciary duties, subject to certain exceptions. Our articles of incorporation include a provision that eliminates the personal liability of directors and officers for monetary damages for actions taken as a director or officer to the fullest extent permitted by law.

Our articles of incorporation provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certain expenses (including attorneys' fees) to our directors and officers and carry directors' and officers' insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our articles of incorporation may discourage shareholders from bringing a lawsuit against directors or officers for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Anti-takeover Effects of Certain Provisions of Our Articles of Incorporation and Bylaws

Several provisions of our articles of incorporation and bylaws, which are summarized below, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (i) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (ii) the removal of incumbent officers and directors.

"Blank Check" Preferred Shares

Under the terms of our articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series. Our board of directors may issue preferred shares on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Election and removal of directors

Our articles of incorporation prohibit cumulative voting in the election of directors. Our bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our articles of incorporation also provide that our directors may be removed for cause upon the affirmative vote of not less than two-thirds of the outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

105

Limited actions by stockholders

Our amended and restated articles of incorporation and our bylaws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders. Our amended and restated articles of incorporation and our bylaws provide that, unless otherwise prescribed by law, only a majority of our board of directors, the chairman of our board of directors or an officer of the Company who is also a director may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our board of directors and shareholder consideration of a proposal may be delayed until the next annual meeting.

Advance notice requirements for shareholder proposals and director nominations

Our amended and restated bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder's notice must be received at our principal executive offices not less than 120 days nor more than 150 days prior to the one-year anniversary of the immediately preceding annual meeting of shareholders. Our amended and restated bylaws also specify requirements as to the form and content of a shareholder's notice. These provisions may impede shareholders' ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Classified board of directors

As described above, our amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms. Accordingly, approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third-party from making a tender offer for our shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for two years.

Business combinations

Although the BCA does not contain specific provisions regarding "business combinations" between companies organized under the laws of the Marshall Islands and "interested shareholders," we have included these provisions in our articles of incorporation. Specifically, our amended and restated articles of incorporation prohibit us from engaging in a "business combination" with certain persons for three years following the date the person becomes an interested shareholder. Interested shareholders generally include:

any person who is the beneficial owner of 15% or more of our outstanding voting stock; or

any person who is our affiliate or associate and who held 15% or more of our outstanding voting stock at any time within three years before the date on which the person's status as an interested shareholder is determined, and the affiliates and associates of such person.

Subject to certain exceptions, a business combination includes, among other things:

certain mergers or consolidations of us or any direct or indirect majority-owned subsidiary of ours;

any sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets or of any subsidiary of ours having an aggregate market value equal to 10% or more of either the aggregate market value of all of our assets, determined on a combined basis, or the aggregate value of all of our outstanding stock;

certain transactions that result in the issuance or transfer by us of any stock of ours to the interested shareholder;

any transaction involving us or any of our subsidiaries that has the effect of increasing the proportionate share of any class or series of stock, or securities convertible into any class or series of stock, of ours or any such subsidiary that is owned directly or indirectly by the interested shareholder or any affiliate or associate of the interested shareholder; and

any receipt by the interested shareholder of the benefit directly or indirectly (except proportionately as a shareholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through us.

106

These provisions of our articles of incorporation do not apply to a business combination if:

before a person became an interested shareholder, our board of directors approved either the business combination or the transaction in which the shareholder became an interested shareholder;

upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than certain excluded shares;

at or following the transaction in which the person became an interested shareholder, the business combination is approved by our board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock that is not owned by the interest shareholder;

the shareholder was or became an interested shareholder prior to the closing of this initial public offering;

a shareholder became an interested shareholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the shareholder ceased to be an interested shareholder; and (ii) would not, at any time within the three-year period immediately prior to a business combination between us and such shareholder, have been an interested shareholder but for the inadvertent acquisition of ownership; or

the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required under our articles of incorporation which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an interested shareholder during the previous three years or who became an interested shareholder with the approval of the board; and (iii) is approved or not opposed by a majority of the members of the board of directors then in office (but not less than one) who were directors prior to any person becoming an interested shareholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to:

(i)

a merger or consolidation of us (except for a merger in respect of which, pursuant to the BCA, no vote of our shareholders is required);

(ii)

a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of us or of any direct or indirect majority-owned subsidiary of ours (other than to any direct or indirect wholly-owned subsidiary or to us) having an aggregate market value equal to 50% or more of either the aggregate market value of all of our assets determined on a consolidated basis or the aggregate market value of all the outstanding shares; or

(iii)

a proposed tender or exchange offer for 50% or more of our outstanding voting stock.

Transfer Agent

The registrar and transfer agent for the common shares is .

Listing

We will apply to have our common shares approved for listing on the NYSE under the symbol "LPG."

107

CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS

Our corporate affairs are governed by our articles of incorporation and bylaws and by the BCA. You should be aware that the BCA differs in certain material respects from the laws generally applicable to U.S. companies incorporated in the State of Delaware. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Republic of the Marshall Islands and we can not predict whether Republic of the Marshall Islands courts would reach the same conclusions as U.S. courts. Thus, you may have more difficulty in protecting your interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction which has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders' rights.

Marshall Islands		Delaware
Shareholder Meetings and Voting Rights
Held at a time and place as designated or in the manner provided in the bylaws		Held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors

Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.		Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

May be held within or outside the Republic of the Marshall Islands		May be held within or outside Delaware

Notice: Whenever shareholders are required or permitted to take action at a meeting, written notice shall state the place, date and hour of the meeting and, unless it is the annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting A copy of the notice of any meeting shall be given not less than 15 nor more than 60 days before the meeting		Notice: Whenever shareholders are required or permitted to take any action at a meeting, written notice shall state the place, if any, date and hour of the meeting and the means of remote communication, if any, by which shareholders may be deemed to be present and vote at the meeting Written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting

Any action required or permitted to be taken by meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote		Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote if consent is in writing and signed by the holders of outstanding stock having the number of votes necessary to authorize or take action at a meeting

Each shareholder entitled to vote may authorize another person to act for him by proxy		Each shareholder entitled to vote may authorize another person or persons to act for each shareholder by proxy

108

Marshall Islands		Delaware
Shareholder Meetings and Voting Rights
Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote shall constitute a quorum but in no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting		The certificate of incorporation or bylaws may specify the number necessary to constitute a quorum but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. In the absence of such specifications, a majority of shares entitled to vote at the meeting shall constitute a quorum

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.		When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

Except as otherwise required by the BCA or our articles of incorporation, directors shall be elected by a plurality of the votes cast by holders of shares entitled to vote, and, except as required or permitted by the BCA or our articles of incorporation, any other corporate action shall be authorized by a majority of votes cast by holders of shares entitled to vote thereon		Unless otherwise specified in the certificate of incorporation or by-laws, directors shall be elected by a plurality of the votes of the shares entitled to vote on the election of directors, and, in all other matters, the affirmative vote of the majority of the shares entitled to vote on the subject matter shall be the act of the shareholders

The articles of incorporation may provide for cumulative voting		The certificate of incorporation may provide for cumulative voting

Dissenters' Rights of Appraisal
Shareholders have a right to dissent from a merger or consolidation or sale or exchange of all or substantially all assets not made in the usual and regular course of business, and receive payment of the fair value of their shares, subject to exceptions		Appraisal rights shall be available for the shares of a corporation in a merger or consolidation, subject to exceptions

A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:		The certificate of incorporation may provide that appraisal rights are available for shares as a result of an amendment to the certificate of incorporation, any merger or consolidation or the sale of all or substantially all of the assets

Alters or abolishes any preferential right of any outstanding shares having preferences; or

Creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares; or

Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or

Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class

109

Marshall Islands		Delaware
Shareholders' Derivative Actions

An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of a beneficial interest in such shares. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law		In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder's stock thereafter devolved upon such shareholder by operation of law

Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort		Delaware Court of Chancery Rule 23.1 governs the procedures for derivative actions by shareholders

Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic of the Marshall Islands

Attorney's fees may be awarded if the action is successful

Corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value of $50,000 or less
Directors
Board must consist of at least one member		Board must consist of at least one member

Removal:		Removal:

·	Any or all of the directors may be removed for cause by vote of the shareholders.	·	Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified, stockholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director's removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.
·	If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.
Number of board members may be fixed by the by-laws, by the shareholders, or by action of the board under the specific provisions of a by-law

Number of board members may be changed by amendment of the by-laws, by the shareholders or by action of the board under specific provision of a by-law; however if the board is authorized to change the number of directors, it can only do so by a majority of the entire board		Number of board members shall be fixed by the by-laws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate



Duties of Directors
Members of a board of directors owe a fiduciary duty to the company to act honestly and in good faith with a view to the best interests of the company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.		The business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders.

110

SHARES ELIGIBLE FOR FUTURE SALE

After this offering, we will have outstanding shares. This includes the we are selling in this offering, which may be resold in the public market immediately. The remaining %, or shares, of our total outstanding shares will become available for resale in the public market as shown in the chart below.

As restrictions on resale end, the market price could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them.

Number of shares / % of total outstanding	Date of availability for resale into public market
/ %	days after the date of this prospectus due to an agreement these shareholders have with the underwriters. However, the underwriters can waive this restriction and allow these shareholders to sell their shares at any time subject to the limitations imposed by the U.S. securities laws applicable to our affiliates.

/ %	Following the completion of the Exchange Offer, which will be completed shortly after this offering, up to an additional shares may be available for trading in the U.S. markets.

111

TAX CONSIDERATIONS

The following is a discussion of the material Marshall Islands and United States federal income tax considerations relevant to an investment decision by a United States Holder and a Non-United States Holder, each as defined below, with respect to the common shares. This discussion does not purport to deal with the tax consequences of owning our common shares to all categories of investors, some of which, such as financial institutions, regulated investment companies, real estate investment 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 the mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, persons who are investors in partnerships or other pass-through entities for U.S. federal income tax purposes, dealers in securities or currencies, United States Holders whose functional currency is not the United States dollar and investors that own, actually or under 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 common shares in connection with this offering and hold the common shares as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under United States federal, state, local or non-United States law of the ownership of common shares.

Marshall Islands Tax Considerations

In the opinion of Seward & Kissel LLP, the following are the material Marshall Islands tax consequences of our activities to us and of our common shares to our shareholders. We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders.

United States Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material United States federal income tax consequences to us of our activities and to United States Holders and Non-United States Holders, each as defined below, of the common shares. The following discussion of United States federal income tax matters is based on the United States Internal Revenue Code of 1986, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. The discussion below is based, in part, on the description of our business as described in this prospectus and assumes that we conduct our business as described herein. References in the following discussion to the "Company," "we," "our" and "us" are to Dorian LPG Ltd. and its subsidiaries on a consolidated basis.

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 spot charter basis and from the performance of services directly related to those uses, all of which we refer to as "shipping income."

Unless we qualify from an exemption from United States federal income taxation under the rules of Section 883 of the Code, or Section 883, as discussed below, a foreign corporation such as the Company will be subject to United States federal income 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 shipping income" includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100% derived from sources entirely outside the United States. Shipping income derived from sources outside the United States 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 of cargoes 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 income would be subject to a 4% tax imposed without allowance for deductions as described below.

112

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 United States 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 tax to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883; and
	(2)	one of the following tests is met:

(A)

more than 50% of the value of its shares is beneficially owned, directly or indirectly, by "qualified shareholders," which as defined includes individuals who are "residents" of a qualified foreign country, 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 qualified foreign 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 that grants the requisite "equivalent exemption" from tax in respect of each category of shipping income we earn and currently expect to earn in the future. Therefore, we will be exempt from United States federal income taxation with respect to our United States source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.

Prior to this offering, we do not believe that we were able to qualify for exemption under Section 883 and as a consequence, our gross United States source shipping income for our first short fiscal year ending March 31, 2014, which we estimate to be approximately $___________, is expected to be subject to the 4% tax described below.

After this offering, we anticipate that we will satisfy the Publicly-Traded Test but, as discussed below, this is a factual determination made on an annual basis. We do not currently anticipate circumstances under which we would be able to satisfy the 50% Ownership Test after this offering.

Publicly-Traded Test

The Treasury Regulations under Section 883 provide, in pertinent part, that shares of a foreign corporation will be considered to be "primarily traded" on an established securities market in a country if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. The Company's common shares, which constitute its sole class of issued and outstanding stock will, after this offering, be "primarily traded" on the New York Stock Exchange, or the NYSE.

Under the Treasury Regulations, our common shares will be considered to be "regularly traded" on an established securities market if one or more classes of our shares representing more than 50% of our outstanding stock, by both total combined voting power of all classes of stock entitled to vote and total value, are listed on such market, to which we refer as the "listing threshold." Since, after this offering, all our common shares will be 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 listing threshold, (i) such class of stock traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, which we refer to as the "trading frequency test"; and (ii) the aggregate number of shares of such class of stock traded on such market during the taxable year must be at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year, which we refer to as the "trading volume" test. We anticipate that we will satisfy the trading frequency and trading volume tests. Even if this were not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as is expected to be the case with our common shares, such class of stock is traded on an established securities market in the United States and such shares are regularly quoted by dealers making a market in such shares.

Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of shares will not be considered to be "regularly traded" on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified share attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of such class of outstanding stock, to which we refer as the "5% Override Rule."

113

For purposes of being able to determine the persons who actually or constructively own 5% or more of the vote and value of our common shares, or "5% Shareholders," the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the United States Securities and Exchange 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 Company Act 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 will nevertheless not apply if we can establish that within the group of 5% Shareholders, qualified shareholders (as defined for purposes of Section 883) own sufficient number of shares to preclude non-qualified shareholders in such group from owning 50% or more of our common shares for more than half the number of days during the taxable year.

We anticipate that after the offering is completed, we will be able to satisfy the Publicly-Traded Test and will not be subject to the 5% Override Rule. However, there are factual circumstances beyond our control that could cause us to lose the benefit of the Section 883 exemption. For example, there is a risk that we could no longer qualify for Section 883 exemption for a particular taxable year if "non-qualified" 5% Shareholders were to own 50% or more of our outstanding common shares on more than half the days of the taxable year. Under these circumstances, we would be subject to the 5% Override Rule and we would not qualify for the Section 883 exemption unless we could establish that our shareholding during the taxable year was such that non-qualified 5% Shareholders did not own 50% or more of our common shares on more than half the days of the taxable year. Under the Treasury Regulations, we would have to satisfy certain substantiation requirements regarding the identity of our shareholders. These requirements are onerous and there is no assurance that we would be able to satisfy them. Given the factual nature of the issues involved, we can give no assurances in regards of our or our 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 tax regime," to the extent that such income is not considered to be "effectively connected" with the conduct of a United States trade or business, as described below. Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being United States source shipping income, the maximum effective rate of United States federal income 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 conduct of a United States trade or business, as described below, any such "effectively connected" United States source shipping income, net of applicable deductions, would be subject to United States federal income tax, currently imposed at rates of up to 35%. In addition, we would generally be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed 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 a United 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 of United States source shipping income; and

substantially all of our United States source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular 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 the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and 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.

United 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 tax with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this 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 is expected that any sale of a vessel by us will be considered to occur outside of the United States.

114

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 a beneficial owner of common shares and is an individual United States citizen or resident, a United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.

If a partnership holds the common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding the common shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our common shares to a United States Holder will generally constitute dividends to the extent of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the extent of the United States Holder's tax basis in its common shares and thereafter as capital gain. Because we are not a United States corporation, United States Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common shares will generally be treated as foreign source dividend income and will generally constitute "passive category income" for purposes of computing allowable foreign tax credits for United 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) the common shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our common shares will be traded), (2) the shareholder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend, and (3) we are not a passive foreign investment 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 in the hands of such non-corporate United States Holders, although, as described above, we expect such dividends to be so eligible provided an eligible non-corporate United States Holder meets all applicable requirements and we are not a passive foreign passive investment company in the taxable year during which the dividend is paid or the immediately preceding taxable year. Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a non-corporate United States Holder.

Special rules may apply to any "extraordinary dividend"—generally, a dividend in an amount which is equal to or in 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 United States Holders from the sale or exchange of such common shares will be treated as long term capital loss to the extent of such dividend.

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 Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the United States Holder from such sale, exchange or other disposition and the United States Holder's tax basis in such shares. Such gain or loss will be treated as long-term capital gain or loss if the United States Holder's holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. Long-term capital gains of certain non-corporate United States Holders are currently eligible for reduced rates of taxation. A United States Holder's ability to deduct capital losses is subject to certain limitations.

115

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 foreign corporation classified as a "passive foreign investment company," or a PFIC, for United States federal income tax purposes. In general, we will be treated as a PFIC with respect to a United States Holder if, for any taxable year in which such holder holds our 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 production of, passive income.

For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our ship-owning subsidiaries in which we own at least 25% of the value of the subsidiary's stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.

The PFIC rules contain an exception pursuant to which a foreign corporation will not be treated as a PFIC during its "start-up year." Under this exception, a foreign corporation will not be treated as a PFIC for the first taxable year the corporation has gross income if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those taxable years. We may be able to rely upon the start-up exception to avoid being treated as a PFIC for our initial taxable year. However, as discussed below, we may be treated as a PFIC during either our 2014 taxable year or our 2015 taxable year. Currently, our taxable year ends on March 31. In addition, there is limited guidance regarding the application of the start-up exception. Therefore, there can be no assurance that we will be able to satisfy the exception.

We believe that income we earn from the voyage charters, and also from time charters, for the reasons discussed below, of our initial fleet during our initial taxable year 2014 and our taxable year 2015 will be treated as active income for PFIC purposes and as a result, we intend to take the position that the first leg of the PFIC criteria, the 75% income test, does not apply for either our initial taxable year 2014 or the taxable year 2015.

Whether we are or will be treated a PFIC for our initial taxable year 2014 and our taxable year 2015 will depend, in part, upon whether our newbuilding contracts and the deposits made thereon are treated as assets held for the production of passive income and the level of cash held on hand during each of these taxable years. In making such determination, we intend to take the position that the newbuilding contracts and the deposits thereon are assets held for the production of active income on the basis that we expect to either time or voyage charter all vessels upon their completion and delivery under the newbuilding contracts. However, there is no direct authority on this point and it is possible that the IRS may disagree with our position.

Assuming there is no substantial delay in the current vessel delivery schedules under our newbuilding contracts and all, or substantially all, of the vessels upon completion and delivery under such newbuilding contracts will be voyage or time chartered, we intend to take the position for the taxable year 2016 that we will not be treated as a PFIC on the basis that vessels operating on voyage or time charters should be treated as assets held for the production of active income. Our belief is based principally on the position that the gross income we derive from our voyage or time chartering activities should constitute services income, rather than rental income. Accordingly, such income should not constitute passive income, and the assets that we own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. There is substantial legal authority supporting this position consisting of case law and IRS pronouncements concerning 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 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 IRS or a court of law could determine that we are a PFIC. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not 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 States Holder would be subject to different taxation rules depending on whether the United States Holder makes an election to treat us 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 discussed below. A United States holder of shares in a PFIC will be required to file an annual information return containing information regarding the PFIC as required by applicable Treasury Regulations. We intend to promptly notify our shareholders if we determine we are a PFIC for any taxable year.

116

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 "Electing Holder," the Electing Holder must report for United States federal income tax purposes its pro rata share of our ordinary earnings and net capital gain, if any, for each of our taxable years during which we are a PFIC that ends with or within the taxable year of the Electing Holder, regardless of whether distributions were received from us by the Electing Holder. No portion of any such inclusions of ordinary earnings will be treated as "qualified dividend income." Net capital gain inclusions of certain non-corporate United States Holders would be eligible for preferential capital gains tax rates. The Electing Holder's adjusted tax basis in the common shares will be increased to reflect any income included under the QEF election. Distributions of previously taxed income will not be subject to tax upon distribution but will decrease the Electing Holder's tax basis in the common shares. An Electing Holder would not, however, be entitled to a deduction for its pro rata share of any losses that we incur with respect to any taxable year. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. A United States Holder would make a timely QEF election for our common shares by filing one copy of IRS Form 8621 with his United States federal income tax return for the first 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 taxable year, and it is later determined that we were a PFIC for such taxable year, it may be possible for a United States Holder to make a retroactive QEF election effective for such year. If we were to be treated as a PFIC for our initial taxable year 2015 and our taxable year 2015, we anticipate that, based on our current projections, we would not a s significant amount of taxable income or gain that would be required to be included in income for each such year by United States Holders who have QEF elections in effect for such year. If we determine that we are a PFIC for any taxable year, we will provide each United States Holder with all necessary information required for the United States Holder to make the QEF election and to report its pro rata share of our ordinary earnings and net capital gain, if any, for each of our taxable years during which we are a 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 be the 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 in accordance with the relevant instructions and related Treasury Regulations. If that election is made, the United States Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such Holder's adjusted tax basis in the common shares. The United States Holder would also be permitted an ordinary loss in respect of the excess, if any, of the United States Holder's adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A United States Holder's tax basis in his common shares would be adjusted to reflect any such income or loss amount recognized. In a year when we are a PFIC, any gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the United States Holder.

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 a QEF election or a "mark-to-market" election for that year, whom we refer to as a "Non-Electing Holder," would be subject to special rules with respect to (i) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common shares), and (ii) any gain realized on the sale, exchange or other disposition of our common shares. Under these special rules:

the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common shares;

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were 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 for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

117

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 tax purposes, 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 the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged 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 on dividends 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 in the United States; or

the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable 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 any gain 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 United States; or

the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable 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 tax purposes, dividends on our common shares and gain from the sale, exchange or other disposition of our common shares, that are effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment), will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of United States Holders. In addition, in the case of a corporate Non-United States Holder, its earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower 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 our common shares, made within the United States to a non-corporate United States Holder will be subject to information reporting. Such payments or distributions may also be subject to backup withholding if the non-corporate United States Holder:

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 federal income 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 backup withholding with respect to dividends payments or other taxable distribution on our common shares by certifying their status on IRS Form W-8BEN, W-8ECI or W-8IMY, as applicable. If a Non-United States Holder sells our common shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless the Non-United States Holder certifies that it is a non-United States person, under penalties of perjury, or it otherwise establish an exemption. If a Non-United States Holder sells our common shares through a non-United States office of a non-United States broker and the sales proceeds are paid outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if a Non-United States Holder sells our common shares through a non-United States office of a broker that is a United States person or has some other contacts with the United States. Such information reporting requirements will not apply, however, if the broker has documentary evidence in its records that the Non-United States Holder is not a United States person and certain other conditions are met, or the Non-United States Holder otherwise establishes an exemption.

118

Backup withholding is not an additional tax. Rather, a refund may generally be obtained of any amounts withheld under backup withholding rules that exceed the taxpayer's United States federal income tax liability by filing a timely refund claim 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 in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our common shares, unless the common shares are held in an account maintained 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 an individual United States Holder (and to the extent specified in applicable Treasury Regulations, a Non-United States Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. United States Holders (including United States entities) and Non-United States Holders are encouraged consult their own tax advisors regarding their reporting obligations in respect of our common shares.

119

UNDERWRITING

We are offering the common shares described in this prospectus through a number of underwriters. and are acting as joint book-running managers of the offering and as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of common shares listed next to its name in the following table:

Name		Number of Shares





Total

The underwriters are committed to purchase all the common shares offered by us if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the common shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to additional common shares from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. If any shares are purchased with this over-allotment option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional common shares are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per common share less the amount paid by the underwriters to us per common share. The underwriting fee is $ per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters' option to purchase additional shares.


	Without over-allotment exercise	With full over-allotment exercise

Per Share	$	$
Total	$	$

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $ .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

120

We have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any common shares or securities convertible into or exchangeable or exercisable for any common shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any common shares or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of common shares or such other securities, in cash or otherwise), in each case without the prior written consent of and for a period of days after the date of this prospectus, other than the common shares to be sold hereunder and any common shares issued upon the exercise of options granted under our existing equity incentive plan.

Our directors and executive officers, and certain of our significant shareholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of days after the date of this prospectus, may not, without the prior written consent of and , (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for our common shares (including, without limitation, common shares or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any common shares or any security convertible into or exercisable or exchangeable for our common shares.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We will apply to have our common shares approved for listing on the NYSE under the symbol "LPG".

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling common shares in the open market for the purpose of preventing or retarding a decline in the market price of the common shares while this offering is in progress. These stabilizing transactions may include making short sales of the common shares, which involves the sale by the underwriters of a greater number of common shares than they are required to purchase in this offering, and purchasing common shares on the open market to cover positions created by short sales. Short sales may be "covered" shorts, which are short positions in an amount not greater than the underwriters' over-allotment option referred to above, or may be "naked" shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common shares, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common shares in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common shares or preventing or retarding a decline in the market price of the common shares, and, as a result, the price of the common shares may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on NYSE, in the over-the-counter market or otherwise.

121

Prior to this offering, there has been no public market for our common shares. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

the information set forth in this prospectus and otherwise available to the representatives;

our prospects and the history and prospects for the industry in which we compete;

an assessment of our management;

our prospects for future earnings;

recent trading prices of our common shares on the Norwegian OTC Market;

the general condition of the securities markets at the time of this offering;

the recent market prices of, and demand for, publicly traded common shares of generally comparable companies; and

other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ''Relevant Member State''), from and including the date on which the European Union Prospectus Directive (the ''EU Prospectus Directive'') was implemented in that Relevant Member State (the ''Relevant Implementation Date'') an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities described in this prospectus may be made to the public in that Relevant Member State at any time:

to any legal entity which is a qualified investor as defined under the EU Prospectus Directive;

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or

in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

122

For the purposes of this provision, the expression an ''offer of securities to the public'' in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression "EU Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

123

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of Marshall Islands as a corporation. The Marshall Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a lesser extent.

Substantially all of our and our subsidiaries' assets are located outside the United States. As a result, it may be difficult or impossible for United States investors to effect service of process within the United States upon us, our directors or officers or our subsidiaries or to realize against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. However, we have expressly submitted to the jurisdiction of the U.S. federal and New York state courts sitting in the City of New York for the purpose of any suit, action or proceeding arising under the securities laws of the United States or any state in the United States, and we have appointed Gary J. Wolfe of Seward & Kissel LLP, located at One Battery Park Plaza, New York, New York 10004, to accept service of process on our behalf in any such action.

Seward & Kissel LLP, our counsel as to Marshall Islands law, has advised us that there is uncertainty as to whether the courts of the Marshall Islands would (1) recognize or enforce against us or our directors or officers judgments of courts of the United States based on civil liability provisions of applicable U.S. federal and state securities laws; or (2) impose liabilities against us or our directors and officers in original actions brought in the Marshall Islands, based on these laws.

LEGAL MATTERS

Matters relating to United States law will be passed upon for us by Seward & Kissel LLP, One Battery Park Plaza, New York, New York 10004. The validity of the shares and certain other matters relating to Marshall Islands law will be passed upon for us by Seward & Kissel LLP, One Battery Park Plaza, New York, New York 10004. Certain legal matters with respect to United States Federal and New York law in connection with this offering will be passed upon for the underwriters by Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178.

EXPERTS

The financial statement of Dorian LPG Ltd., as of July 1, 2013 included in this Prospectus has been audited by Deloitte-Hadjipavlou, Sofianos & Cambanis S.A., an independent registered public accounting firm, as stated in their report appearing herein. Such financial statement is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The combined financial statements of the Predecessor Businesses of Dorian LPG Ltd., as of March 31, 2012 and 2013 and for the years ended March 31, 2012 and 2013 , included in this Prospectus have been audited by Deloitte Hadjipavlou, Sofianos & Cambanis S.A., an independent registered public accounting firm, as stated in their report appearing elsewhere herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The offices of Deloitte Hadjipavlou, Sofianos & Cambanis S.A are located at Fragoklissias 3a & Granikou Street, Maroussi, Athens 151 25, Greece.

This prospectus has been reviewed by Poten & Partners (UK) Limited and the sections in this prospectus entitled "Prospectus Summary – Positive Industry Fundamentals" and "The LPG Shipping Industry" have been supplied by Poten & Partners (UK) Limited, which has confirmed to us that this prospectus and such sections accurately describe the LPG shipping industry.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to our shares offered by this prospectus. For the purposes of this section, the term "registration statement" means the original registration statement and any and all amendments, including the schedules and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information set forth in the registration statement on Form F-1 we filed. Although we believe that we have accurately summarized the material terms of documents filed as exhibits to the registration statement, you should read those exhibits for a complete statement of their provisions. The registration statement on Form F-1, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the SEC at its principal office in Washington, D.C. 20549. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

124

We will furnish holders of our shares with annual reports containing audited financial statements and a report by our independent registered public accounting firm and intend to make available quarterly reports containing selected unaudited financial data for the first three quarters of each fiscal year. The audited financial statements will be prepared in accordance with U.S. GAAP and those reports will include a "Management's Discussion and Analysis of Financial Condition and Results of Operations" section for the relevant periods. As a "foreign private issuer," we are exempt from the rules under the Securities Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of any stock exchange on which our shares may be listed in the future, those proxy statements will not conform to Schedule 14A of the proxy rules promulgated under the Securities Exchange Act. In addition, as a "foreign private issuer," our officers and directors are exempt from the rules under the Securities Exchange Act relating to short swing profit reporting and liability.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We estimate the expenses in connection with the distribution of our shares in this offering, other than underwriting discounts and commissions, will be as set forth in the table below. We will be responsible for paying the following expenses associated with this offering.

SEC Registration Fee		$
Printing and Engraving Expenses		$
Legal Fees and Expenses		$
Accountants' Fees and Expenses		$
NYSE Listing Fee		$
FINRA Fee		$
Transfer Agent's Fees and Expenses		$
Miscellaneous Costs		$

Total		$

____________________

125

GLOSSARY OF SHIPPING TERMS

Annual survey. The inspection of a vessel pursuant to international conventions, by a classification society surveyor, on behalf of the flag state, that takes place every year.

Available days. Calendar days less aggregate off-hire days associated with scheduled maintenance, which includes major repairs, drydockings, vessel upgrades or special or intermediate surveys. We use available days to measure the number of days in a period that our vessels should be capable of generating revenues.

Bareboat charter. A charter in which the customer (the charterer) pays a fixed daily rate for a fixed period of time for the full use of the vessel and becomes responsible for all crewing, management and navigation of the vessel and the expenses therefor.

Brokerage commission. Commission payable by the shipowner to the broker or other third parties, expressed as a percentage of the freight or hire and is part of the charterparty.

Bunker. Fuel, consisting of fuel oil and diesel, burned in a vessel's engines.

Calendar Days. The aggregate number of days in a period that each vessel in our fleet has been owned by us.

cbm. A cubic meter.

Charter. The hiring of a vessel, or use of its carrying capacity, for a specified period of time or transportation of cargo.

Charterer. A person, firm or company hiring a vessel for the carriage of goods or other purposes.

Charterhire. The gross revenue earned by a vessel pursuant to a bareboat, time or voyage charter.

Charterparty. A contract covering the transportation of cargo by sea, including the terms of the carriage, remuneration and other terms.

Classification society. An independent society which certifies that a vessel has been built and maintained in accordance with the rules of such society and complies with the applicable rules and regulations of the flag state of such vessel and the international conventions of which that country is a member.

CLC. International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended.

Contract of affreightment, or "COA." A contract of affreightment, or "COA," is a contract to carry specified quantities of cargo, usually over prescribed shipping routes, at a fixed price per ton basis (often subject to fuel price or other adjustments) over a defined period of time. Essentially, a COA constitutes a number of voyage charters to carry a specified amount of cargo during a specified time period (i.e., the term of the COA), which can span for months or years. All of a vessel's operating and voyage expenses when trading under a COA are typically borne by the shipowner.

Cracker. Also known as a catalytic cracker, a refinery unit for converting oils with high boiling points into fuels with lower boiling points in the presence of a catalyst. The cracker uses high temperatures, low pressure and a catalyst to create a chemical reaction that breaks heavy gas oil into smaller gasoline molecules.

Draft. Vertical distance between the waterline and the bottom of the vessel's keel.

Drydocking. The removal of a vessel from the water for inspection, maintenance and/or repair of submerged parts.

Eco-design. An environmentally friendly design that incorporates new technologies to improve fuel efficiency and reduce emissions.

Flag state. The country where a vessel is registered.

Flaring. The controlled burning of natural gas in the course of routine oil and gas production operations.

Fleet utilization. The percentage of time that our vessels were available for revenue generating days, determined by dividing the number of operating days during a period by the number of available days during that period.

Fully-refrigerated vessel. A liquefied gas carrier designed to carry cargoes fully refrigerated at atmospheric pressure.

Gross ton. Unit of 100 cubic feet or 2.831 cubic meters used in arriving at the calculation of gross tonnage.

126

Hire rate. The agreed sum or rate to be paid by the charterer for the use of the vessel.

Hull. Shell or body of a ship.

IMO. International Maritime Organization, a United Nations agency that issues international trade standards for shipping.

Intermediate survey. The inspection of a vessel by a classification society surveyor that takes place every two and a half years after the special survey.

IGC Code. International Gas Carrier Code, which, among other things, provides a standard for the safe carriage of LPG and certain other liquid gases.

ISM Code. International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, which, among other things, requires vessel owners to obtain a safety management certification for each vessel they manage.

ISPS Code. International Security Code for Ports and Ships, which enacts measures to detect and prevent security threats to ships and ports.

Liquid natural gas, or "LNG." ethane that has been cooled to around -163ºC, at which temperature it liquefies and can be transported in insulated tanks aboard specialized vessels.

Liquid petroleum gas, or "LPG." The generic name given to the commercial gases, propane and butane.

MARPOL. The International Convention for the Prevention of Pollution from Ships.

Metric ton. A metric ton of 1,000 kilograms.

Newbuilding. A new vessel under construction or on order.

Off-hire. The time during which a vessel is not available for service or not employed.

OPA90. The United States Oil Pollution Act of 1990, as amended.

Operating costs. The costs of the vessels including crewing costs, insurance, repairs and maintenance, stores, spares, lubricants and miscellaneous expenses (but excluding capital costs and voyage expenses).

Operating days. A vessel's available days less the aggregate number of days that it is off-hire for any reason other than scheduled maintenance.

Orderbook. A reference to currently placed orders for the construction of vessels.

Petrochemical gases. Industrial gases produced in petrochemical processes, such as ethylene, propylene, butadiene and vinyl chloride monomer.

P&I. Protection and indemnity. This denotes the insurance coverage taken by a ship owner or charterer against third party liabilities such as oil pollution, cargo damage, crew injury, loss of life or other liabilities.

P&I association. A mutual insurance association providing P&I insurance coverage.

Scrapping. The disposal of old or damaged vessel tonnage by way of sale as scrap metal.

Semi-refrigerated vessel. A liquefied gas carrier designed to carry cargoes both fully refrigerated and under higher pressure than atmospheric pressure, also known as semi-pressurized vessels.

Short-term time charter. A charter for a term less than two years.

Sister ships. Vessels of the same specifications typically built at the same shipyard.

SOLAS. International Convention for Safety of Life at Sea, which provides, among other things, rules for the construction and equipment of commercial vessels.

127

Special survey. The extensive inspection of a vessel by a classification society surveyor that takes place every five years.

Spot charter. See voyage charter.

Spot market. The market for chartering a vessel for single voyages.

Strict liability. Liability that is imposed without regard to fault.

Time charter. A charter in which the charterer pays for the use of a ship's cargo capacity for a specified period of time. The owner provides the ship with crew, stores and provisions, ready in all aspects to load cargo and proceed on a voyage as directed by the charterer. The charterer usually pays for bunkering and all voyage-related expenses, including canal tolls and port charges.

Time charter equivalent, or "TCE," rate A measure of the average daily revenue performance of a vessel. TCE rate is a shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., time charters, voyage charters and COAs) under which the vessels may be employed between the periods. Our method of calculating TCE rate is to divide operating revenue (net of voyage expenses) by operating days for the relevant time period.

Ton. A metric ton of 1,000 kilograms.

Utilization. A measure of a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning. Utilization is calculated by dividing the number of operating days during a period by the number of available days during the period.

Venting. The controlled release of gases into the atmosphere in the course of oil and gas production operations.

Vessel operating expenses. Expenses that are not unique to a specific voyage for which we are responsible under all types of vessel employment contracts we undertake. Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses.

Voyage charter. Also known as a spot charter. A charter in which the charterer pays for the use of a vessel's cargo capacity for one, or sometimes more than one, voyage between specified ports. Under this type of charter, the vessel owner pays all the operating and voyage costs of the vessel (including bunker fuel, canal and port charges, pilotage, towage and ship's agency) while payment for cargo handling charges are subject to agreement between the parties. Freight is generally paid per unit of cargo, such as a ton, based on an agreed quantity, or as a lump sum irrespective of the quantity loaded.

Voyage expenses. All expenses unique to a particular voyage, including any bunker fuel consumption, port expenses and canal tolls.

128

Subsidiary	Acquisition Date	Type of vessel2	Hull number		Estimated vessel delivery date	CBM1

Corsair LPG Transport LLC (Corsair)	July 29, 2013	VLGC		2657	August 2014		84,000
Seacor LPG I, LLC	July 29, 2013	VLGC		2656	July 2014		84,000
Corvette LPG Transport LLC	July 29, 2013	VLGC		2658	December 2014		84,000

1 CBM: Cubic meters, a standard measure for LPG tanker capacity.

2 Very Large Gas Carrier ("VLGC"), Pressurized Gas Carrier ("PGC")

Dormant Subsidiaries

Subsidiary	Incorporation Date

Dorian LPG Management Corp	July 2, 2013
Dorian LPG (USA) Ltd	July 2, 2013

The Company is engaged in the transportation of liquefied petroleum gas worldwide through the ownership and operation of LPG tankers. The Company outsources the technical and commercial management of its vessels to Dorian (Hellas), S.A. ("Dorian Hellas"), a related party.

The following charterers individually accounted for more than 10% of the Company's revenue for the period ended September 30, 2013:

Charterer	% of revenue

Statoil ASA		45
Petredec Ltd.		11
Astomos Energy Corporation		31
Naftomar Shipping and Trading Co. Ltd		13

F-8

Dorian LPG Ltd.

Notes consolidated financial statements

(Expressed in United States Dollars)

2. Significant Accounting Policies

(a)

Principles of consolidation: The consolidated financial statements incorporate the financial statements of the Company and its wholly-owned subsidiaries. Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statements of income from the effective date of acquisition and up to the 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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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 of stockholders' equity. The Company has no other comprehensive income/loss and accordingly, comprehensive income/loss equals net income/loss for the period presented thus has not presented this in the statement of operations or in a separate statement.

(d)

Foreign currency translation: The functional currency of the Company is the U.S. Dollar. Foreign currency transactions are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. As of balance sheet date, monetary assets and liabilities that are denominated in a currency other than the functional currency are adjusted to reflect the exchange rate at the balance sheet date and any gains or losses are included in the statement of operations. As of the period presented, the Company had no foreign currency derivative instruments.

(e)	Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

(f)

Restricted cash: Restricted cash represents pledged cash deposits or minimum liquidity to be maintained with certain banks under the Company's borrowing arrangements. In the event that the obligation relating to such deposits is expected to be terminated within the next twelve months or relates to general minimum liquidity requirements with no obligation to retain such funds in retention accounts, these deposits are classified as current assets otherwise they are classified as non-current assets.

(g)

Trade receivables (net): Trade receivables (net), reflect receivables from vessel charters, net of an allowance for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. Provision for doubtful accounts for the period presented was $0.

(h)

Inventories: Inventories consist of bunkers on board the vessels when vessels are unemployed or are operating under voyage charters, coolant for refrigeration of cargo and lubricants and stores on board the vessels. Inventories are stated at the lower of cost or market. Cost is determined by the first in, first out method. Long-term inventory represents gas coolant which is not consumed but required for the refrigeration of cargo and is typically only sold or disposed of when a vessel is drydocked.

F-9

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

2. Significant Accounting Policies - Continued

(i)

Vessels: Vessels are stated at cost, less accumulated depreciation. The costs of the vessels acquired as part of a business acquisition are recorded at their fair value on the date of acquisition. The cost of vessels purchased consists of the contract price, less discounts, plus any direct expenses incurred upon acquisition, including improvements, commission paid, delivery expenses and other expenditures to prepare the vessel for her initial voyage. Interest costs incurred to finance the cost of vessels during their construction period are capitalized. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve 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 whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When the estimate of future undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the asset is evaluated for an impairment loss. Measurement of the impairment loss 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 the vessels, after considering the estimated salvage value. Each vessel's salvage value is equal to the product of its lightweight tonnage and estimated scrap rate. Management estimates the useful life of its vessels to be 25 years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life.

(l)

Drydocking and special survey costs: Drydocking and special survey costs are accounted under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Costs deferred are limited to actual costs incurred at the yard and parts used in the drydocking or special survey. If a survey is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels that are sold are written-off and included in the calculation of the resulting gain or loss in the period of the vessel's sale. The amortization charge is presented within "Depreciation and amortization" in the consolidated statement of operations.

(m)

Financing costs: Financing fees incurred for obtaining new loans and credit facilities are deferred and amortized to interest expense over the respective loan or credit facility using the effective interest rate method. Any unamortized balance 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 – Modifications and Extinguishments. Any unamortized balance of costs related to credit facilities repaid is expensed in the period. Any unamortized balance of costs relating to credit facilities refinanced are deferred and amortized over the term of the respective credit facility in the period the refinancing occurs, subject to the provisions of the accounting guidance relating to Debt – Modifications and Extinguishments. The unamortized financing costs are reflected in Deferred Charges in the accompanying consolidated balance sheet.

F-10

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

2. Significant Accounting Policies - Continued

(n)	Revenues and expenses: Revenue is recognized when an agreement exists, the vessel is made available to the charterer or 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 and recognized when the charter service is rendered. Deferred income or Accrued revenue also may result from 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 presented as current, with amounts to be recognized thereafter presented as non-current. Revenues earned through the profit sharing arrangements in the time charters represent contingent rental revenues that are recognized when earned and amounts are reasonably assured based on estimates provided by the charterer.

Voyage charter revenue: Under a voyage charter, the revenues are recognized on a pro-rata basis over the duration of the voyage determined on a discharge- to discharge port basis but the Company does not begin recognizing revenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port for its next voyage. In the event a vessel is acquired or sold while a voyage is in progress, 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 time exceeds the stipulated time in the voyage charter and is recognized when earned and collection is reasonably assured. Dispatch expense represents payments by the Company to the charterer when loading or discharging time is less than the stipulated time in the voyage charter and is recognized as incurred. Voyage charter revenue relating to voyages in progress as of the balance sheet date are accrued and presented in Trade Receivables and Accrued Revenue in the balance sheet.

Commissions: Charter hire commissions to brokers or the Manager, if any, are deferred and amortized over the related charter period and are included in Voyage expenses.

Vessel operating expenses: Vessel operating expenses are accounted for as incurred on the accrual basis. Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, and other miscellaneous expenses.

(o)	Repairs and maintenance: All repair and maintenance expenses, including underwater inspection costs are expensed in the period incurred. Such costs are included in Vessel operating expenses.

(p)

Segment reporting: Each of the Company's vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, the international transportation of liquid petroleum gas with its fleet of vessels. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.

F-11

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

2. Significant Accounting Policies - Continued

(q)

Derivative Instruments: The Company enters into interest rate swap agreements to manage its exposure to fluctuations of interest rate risk associated with its borrowings. All derivatives are recognized in the consolidated financial statements at their fair value, as either a derivative asset or a liability. The fair value of the interest rate derivatives is based on a discounted cash flow analysis. When such derivatives do not qualify for hedge accounting, the Company recognizes their fair value changes in current period earnings. When the derivatives do qualify for hedge accounting, depending upon the nature of the hedge, changes in fair value of the derivatives are either offset against the fair value of assets, liabilities or firm commitments through income, or recognized in other comprehensive income/(loss) (effective portion) until the hedged item is recognized in the consolidated statements of income. For the periods presented, no derivatives were accounted for as accounting hedges.

(r)	Fair value of financial instruments: In accordance with the requirements of accounting guidance relating to Fair Value Measurements, the Company classifies and discloses its assets and liabilities carried at fair value in one of the following 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.

(s)	Recent accounting pronouncements: There are no recent accounting pronouncements the adoption of which would have a material effect on the Company's consolidated financial statements in the current period or expected to have an impact on future periods.

3. Transactions with Related Parties

(a)

Dorian Holdings: Dorian LPG Ltd. was formed by Dorian Holdings on July 1, 2013, to acquire and operate LPG tankers and initially to acquire the LPG tankers held by affiliates of Dorian Holdings. The acquisitions of the vessels from affiliates of Dorian Holdings were treated as a business acquisition, refer notes 1 and 4. In addition on July 29, 2013, we entered into a license agreement 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 of agreements with subsidiaries of SEACOR under which the affiliates of the Company granted certain rights to SEACOR to purchase newbuilding contracts for VLGCs and associated options. The affiliates of the Company had the right to repurchase a portion of those contracts and the associated options. As part of these agreements, subsidiaries of SEACOR paid the first instalment under the newbuilding contracts to the shipyard, which, under the terms of the agreements, could be partially acquired by Dorian affiliates for the amount of the instalments paid, certain agreed third party expenses, and a capital charge of 6% per annum.

F-12

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

3. Transactions with Related Parties - Continued

(c)	Dorian (Hellas) S.A.:

A. Ship-Owning Companies Management Agreements: Pursuant to management agreements entered into by each vessel owning subsidiary on July 26, 2013, as amended, with Dorian (Hellas) S.A. (the "Manager"), the technical, crew and commercial management as well as insurance and accounting services of its vessels was outsourced to the Manager. In addition, under these management agreements, strategic and financial services have also been outsourced to the Manager. The Manager has entered into agreements with each of Eagle Ocean Transport Inc. ("Eagle Ocean Transport") and Highbury Shipping Services Limited ("HSSL"), to provide certain of these services on behalf of the vessel owning companies. Our chairman, who is also the chairman of Dorian Holdings, owns 100% of Eagle Ocean Transport, and our Vice President of Chartering, Insurance and Legal, Nigel Grey-Turner, owns 100% of HSSL. The fees payable for the above services to our Manager amount to $93,750 per month per vessel, which is payable one month in advance. These management agreements initially terminate on April 25, 2014, and thereafter shall continue until terminated by either party giving two months' written advance notice of termination.

Management fees for the period July 1 to September 30, 2013 amounted to $872,356 and represent the management fees payable for the period the vessels were acquired to September 30, 2013 and are presented in a separate line in the consolidated statement of operation.

B. Pre-Delivery Services: A fixed monthly fee of $15,000 per hull is payable to the Manager for pre-delivery services provided during the period from July 29, 2013 until the date of delivery of each newbuilding.

(d)

Eagle Ocean Transport Inc.: As part of the series of agreements with SEACOR, Eagle Ocean Transport, a company 100% owned by Mr. John Hadjipateras, is entitled to retain 100% of any portion of the shipbroker fee rebated to it as compensation for its services in securing the newbuilding contracts. To the extent that any fees are received in respect of Option Vessels, such fees shall be shared evenly between SEACOR and Eagle Ocean Transport. For the period ending September 30, 2013 Eagle Ocean Transport received $61,932 of shipbroker rebates for its services in securing the newbuilding contracts. In addition, Eagle Ocean Transport was reimbursed $218,769 for costs incurred on behalf of the Company prior to July 29, 2013.

The amounts due to/from related parties represent amounts due to/from the Manager relating to payments made by the Manager on behalf of the Company relating to the vessels operations, fees due to the Manager for services rendered, net of amounts transferred to the Manager.

4. Acquisition of Business

On July 29, 2013, Dorian Holdings sold to Dorian LPG in exchange for equity and $9.7 million in cash its 100% interest in CMNL, CJNL, CNML owners of the Captain Markos NL, Captain John NL and the Captain Nicolas ML, respectively and acquired the related inventory on board, and assumed the associated bank debt, and interest rate swap and 100% interest in two entities, each a party to a contract for the construction of one VLGC, and option rights to construct an additional 1.5 VLGCs and $2.65 million in cash. The $9.7 million cash related to the payment for inventories 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 LPG acquired 100% interest of Grendon Tanker LLC, the owner of the LPG Grendon, from an affiliate of Dorian Holdings for a cash consideration of $6,625,000 plus the value of inventory on board the vessel.

These acquisitions have been treated as business acquisitions and were initially recorded at fair value.

F-13

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

4. Acquisition of Business - Continued

The following table summarizes the preliminary fair value of the consideration paid and assets/liabilities acquired.

Fair value of total consideration

	Acquisition from Dorian Holdings			Grendon acquisition		Total

Cash		9,732,911			6,672,485		16,405,396
Equity instruments (23,335,675 common shares of the Company at NOK 15 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		193,545,418			6,625,000		200,170,418
Inventories on board the vessels		2,319,733			47,485		2,367,218
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 NOK15 per share (or $2.53 per share at the exchange rate on July 29, 2013) being the price the Company issued its common shares to private investors under its private placement which closed on the same date.

The vessels were acquired with attached charters. The attached charters for each vessel were evaluated by the Company based on market charter rates on the acquisition date and were found to be at market values, and thus none of the purchase consideration was allocated to the attached time charters or voyage charter.

The fair value of the vessels and vessel purchase options on the date of acquisition were determined by the Company based on valuations from an independent broker. The fair value of new build contracts was computed as the excess of the purchase consideration for similar vessels with similar delivery dates based on valuation from an independent broker over the purchase consideration of the contracts acquired plus any advance paid to the shipyard as of the acquisition date. The fair value of the interest rate swaps was determined using a discounted cash flow approach based on market-based LIBOR swap yield rates. The fair value of the bank debt and cash was determined to its face value.

In addition, on July 29, 2013 Dorian Holdings granted the Company a royalty-free, non-exclusive right and license to use the newly created Dorian logo and "Dorian LPG". The Company evaluated the license agreement and did not assign any value to the use of this logo and name based on the fact that these were a brand new logo, created shortly prior to the NPP and never used in the market place, and for which the Company does not have exclusive use.

The revenue and net loss relating to the Predecessor operations acquired since their acquisition date are included in the consolidated statement of operations for the period ended September 30, 2013 and amount to $6,055,682 and $1,445,945, respectively.

F-14

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

5. Inventories

The Company's inventories by type were as follows:

	September 30, 2013

Bunkers		1,273,624
Coolant		1,219,717
Lubricants		320,098
Victualing		61,991
Bonded stores		10,644
Communication cards		4,692
Total		2,890,766

Inventories are presented as follows on the balance sheet:

	September 30, 2013

Inventories presented under current assets		1,671,049
Inventory presented under non current assets		1,219,717
Total		2,890,766

6. Other Assets

Other assets represent three option agreements for the purchase of three VLGC vessels. On July 29, 2013 the Company acquired 1.5 options from Dorian Holdings as partial consideration for shares received in the business combination and 1.5 options from SeaDor Holdings Inc. as partial consideration from an asset acquisition. The Company determined the fair value of the vessel option agreements to be $7.1 million through an independent appraisal as of July 29, 2013.

7. Vessels, Net

On July 29, 2013 the Company acquired three VLGCs and 1 pressurized gas carrier (see Note 4), cost was determined based on the fair value of each vessel on the date of acquisition.

	Vessel cost		Accumulated depreciation			Net book Value

Balance, July 1, 2013		-		-			-
Vessel acquisitions		200,170,418		-			200,170,418
Depreciation		-		(1,677,047	)		(1,677,047	)
Balance, September 30, 2013		200,170,418		(1,677,047	)		198,493,371

F-15

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

7. Vessels, Net - Continued

The Company's vessels with a carrying value of $192.0 million as of September 30, 2013 are first-priority mortgaged as collateral to secure the bank loan discussed in Note 9. No impairment loss was recorded for the period presented.

8. Vessels Under Construction

The amounts shown in the accompanying consolidated balance sheets as of September 30, 2013 of $39,181,455 represent the fair value of three shipbuilding contracts acquired on July 29, 2013 of $31,869,861, and an advance payment to the shipyard of $7,193,130 and payments for vessel improvements of $118,464.

9. Deferred Charges, Net

Deferred charges of $2,071,767 as of September 30, 2013, represent deferred offering costs of $123,856 related to the Company's planned initial public offering, deferred financing costs of $1,308,886 and deferred drydocking costs of $639,025.

The movement of deferred financing costs and drydocking costs is presented in the table below:

	Financing costs			Drydocking costs			Total

On inception , July 1, 2013		-			-			-
Additions		1,516,847			644,675			2,161,522
Amortization		(207,961	)		(5,650	)		(213,611	)
Balance, September 30, 2013		1,308,886			639,025			1,947,911

The drydocking costs incurred during the period ended September 30, 2013 relate to the drydocking for Captain Nicolas which was drydocked during the period under review.

10. Accrued Expenses

Accrued expenses comprised of the following:

	September 30, 2013

Accrued loan and swap interest		1,323,021
Accrued voyage and vessel operating expenses		306,835
Other		229,407
Total		1,859,263

F-16

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

11. Long-Term Debt

The table below presents the loan outstanding as of September 30, 2013:

Secured bank debt

Royal Bank of Scotland plc. (RBS)
Tranche A			45,900,000
Tranche B			34,519,500
Tranche C			53,105,000
Total			133,524,500

Presented as follows:
Current portion of long-term debt			9,612,000
Long-term debt – net of current portion			123,912,500
Total			133,524,500

The minimum annual principal payments, in accordance with the loan agreements, required to be made after September 30, 2013 are as follows:

Year ending September 30,:
2014			9,612,000
2015			9,612,000
2016			9,612,000
2017			9,612,000
2018			9,612,000
Thereafter			85,464,500
Total			133,524,500

As discussed in Note 1, the Company assumed the debt obligations associated with the financing of the vessels that were acquired through the acquisition of CMNL, CJNP and CNML. The prior loan arrangements associated with those vessels required approval from the lenders to sell the vessels and agreement from the lenders to transfer the borrowings to another party. As a consequence, the Company and the lender negotiated new borrowing terms in connection with this transaction. The new terms are described below. The total borrowings outstanding immediately prior to the debt modification and immediately after remained the same.

CMNL, CJNP, CNML and Corsair as joint and several borrowers (Borrowers), and Dorian LPG, Ltd as parent guarantor entered into a loan facility of $135,224,500, which replaced the prior borrowing arrangements of the Predecessor. The 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 Markos NL, Captain John NL and the Captain Nicolas ML, respectively.

F-17

Dorian LPG Ltd.

Notes consolidated financial statements

(Expressed in United States Dollars)

11. Long-Term Debt - Continued

Tranche A is payable in twelve equal semi-annual installments each in the amount of $1,700,000 commencing on 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 commencing on 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 commencing on January 21, 2014 plus a balloon of $27,520,000 payable concurrently with the last installment July 21, 2020.

The loan facility bears interest at LIBOR plus a margin of 1.5% per annum until the delivery of the vessel under construction contracted by Corsair (the "Corsair Vessel") but no later than September 30, 2014 upon which date the margin will be 2.0%. The margin will be increased to 2.5% one year from the delivery of the Corsair Vessel until maturity

The loan facility is secured by first priority mortgages on the vessels financed and first assignments of all freights, earnings and insurances. In addition the Borrowers are obliged to maintain $66,538,170 in a restricted cash account (the Newbuilding Cash Collateral) which is reduced on the date of the second, third and fourth pre-delivery shipyard instalments for the vessel owned by Corsair ( Corsair Vessel) to $59,145,040, $51,751,910 and $44,358,780, respectively and on delivery of the Corsair Vessel is reduced in full. The Corsair Vessel will be mortgaged as security upon delivery.

The loan facility also requires the Borrowers to maintain a minimum market adjusted security cover ratio equal to at least 125% of the aggregate of the outstanding loan balance and 50% of the related swap exposure up to September 2014 or 100% thereafter. In the event of non-compliance the Borrowers will be required within one month of being notified in writing by the lender to make such prepayment. In the event the lender agrees to release Corsair or another borrower approved by the lender from joint and several liabilities under the agreement, the minimum market adjusted security cover is adjusted to 175% and the margin will be increased to 2.75%.

Debt Covenants: The secured loan agreement contains the following financial covenants which the Company is required to comply with, calculated on a consolidated basis, determined and defined according to the provisions of the loan agreement:

●	The ratio of cash flow from operations before interest expense to cash debt service costs (Debt Service Coverage Ratio) shall not be less than 0.75:1 through December 31, 2013, 0.8:1 through December 31, 2014; and 1:1 at all times thereafter.

●	The Minimum Shareholders' Funds as adjusted for any reduction in the vessel fair market value shall not be less than $85 million;

●	The ratio of Total Debt to Shareholders Funds shall not exceed 150% at all times;

●	Minimum cash of $10 million at the end of each quarter and $1.5 million per mortgaged vessel at all times.

F-18

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

12. Capital Structure

Under the articles of incorporation effective July 1, 2013, the Company's authorized capital stock consists of 500,000,000 registered shares, par value $.01 per share, of which 450,00,000 are designated as common share and 50,000,000 shares are designated as preferred shares.

On July 29, 2013, the Company issued the following shares:

●	46,550,271 common shares on completion of its NPP, at NOK15.00 per share, equivalent to USD2.53 per share based on the exchange rate on July 29, 2013.

●	23,335,675 common shares to Dorian Holdings (see Note 4)

●	23,335,675 common shares to SeaDor Holdings Inc.

The fair value of the shares issued to Dorian and SeaDor was determined by the Company to be NOK15.00 (or USD2.53) per share based on the issue price of the NPP.

Each holder of common shares is entitled to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common shares are entitled to share equally in any dividends, that the Company's board of directors may declare from time to time, out of funds legally available for dividends. Upon dissolution, liquidation or winding-up, the holders of common shares will be entitled to share equally in all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock. Holders of common shares do not have conversion, redemption or pre-emptive rights.

13. Revenues

Revenues comprise the following for the period July 1, 2013 to September 30, 2013:


Time charter revenue			3,391,762
Voyage charter revenue			2,663,920
Total			6,055,682

Included in time charter revenue is $965,985, representing the profit-sharing element of the time charter agreements.

F-19

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

14. Voyage Expenses

Voyage expenses, including voyage expenses – related party, are comprised as follows for the period July 1, 2013 to September 30, 2013:

Brokers' commissions			80,601
Bunkers			1,531,765
Port charges and other related expenses			149,243
Security cost			44,013
War risk insurances			4,120
Other voyage expenses			12,682
Total voyage expenses			1,822,424

15. Vessel Operating Expenses

Vessel operating expenses are comprised as follows for the period July 1, 2013 to September 30, 2013:

Crew wages and related costs			1,307,896
Spares and stores			276,801
Lubricants			236,298
Insurance			156,010
Repairs and maintenance costs			162,601
Miscellaneous expenses			35,453
Total			2,175,059

16. Income Taxes

The Company and its subsidiaries are incorporated in the Marshall Islands and under the laws of the Marshall Islands, are not subject to tax on income or capital gains and no Marshall Islands withholding tax will be imposed on dividends paid by the Company to its shareholders. The Company is also subject to United States federal income taxation in respect of income that is derived from the international operation of ships and the performance of services directly related thereto attributable to the transport of cargo to or from the United States ("Shipping Income"), unless exempt from United States federal income taxation.

If the Company does not qualify for the exemption from tax under Section 883, of the Internal Revenue Code of 1986, 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 the shipping income derived by the Company and its subsidiaries that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

For its first fiscal year ending March 31, 2014, the Company does not expect it will qualify for exemption under section 883, however for the period to September 30, 2013 the Company and its subsidiaries have not made any U.S. port calls.

F-20

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

17. Commitments and Contingencies

Commitments under Shipbuilding Contracts

On July 29, 2013, the Company acquired three newbuilding contracts as a result of the business combination with the Predecessor and the asset acquisition with SeaDor Holdings Inc. The contracts are for the purchase of three 84,000 cbm VLGCs. As of September 30, 2013, the remaining instalments to the shipyard including the final delivery payments are approximately $187.7 million of which $136.8 million is due within twelve months and the remaining $50.9 million is due by December 2014.

Other

From time to time the Company expects 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 the expenditure of significant financial and managerial resources. The Company is not aware of any claim, which is reasonably possible and should be disclosed or probable and for which a provision should be established in the accompanying financial statements.

18. Derivative Instruments

The Company uses interest rate swaps for the management of interest rate risk exposure. The interest rate swaps effectively convert the Company's debt from a floating to a fixed rate. To hedge its exposure to changes in interest rates the Company is a party to five floating-to-fixed interest rate swaps with RBS. The Company became a party to these transactions as part of the business combination with Dorian Holdings LLC whereby RBS novated the interest rate swap agreements such that the exact terms of the original agreement with the Predecessor's were transferred to the corresponding entities that retain the interests in each of the vessels which are the main collateral. The principal terms of the interest rate swaps are as follows:

Subsidiary	Termination Date	Fixed interest rate			Nominal value September 30, 2013

CMNL (1)	Nov 2018		5.395	%		20,456,000
CMNL(1)	Nov 2018		4.936	%		14,063,500
CJNP (2)	March 2019		4.772	%		34,338,938
CJNP (2)	March 2019		2.960	%		11,561,062
CNML(3)	July 2014		4.350	%		51,600,000
						132,019,500

(1)	reduces semi-annually by $1,700,000 with a final settlement of $28,900,000 due in November 2018.

(2)	reduces semi-annually by $1,700,000 with a final settlement of $28,900,000 due in March 2019.

(3)	RBS holds the right to extend the interest rate swap until the July 21 2020 and based on the extension reduces semi-annually by $1,720,000 with a final settlement of $29,240,000 due in July, 2020.

F-21

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

18. Derivative Instruments - Continued

Tabular disclosure of financial derivatives is as follows:

		September 30, 2013
Derivatives not designated as hedging instruments	Balance sheet Location	Asset derivatives		Liability derivatives

Interest rate swap	Current liabilities - Derivatives		-		6,066,656
Agreements	Non-current liabilities – Derivatives		-		10,252,410

Total derivatives not designated as hedging instruments			-		16,319,066

The effect of derivative instruments on the consolidated statements of operations for the period July 1, 2013 to September 30, 2013 is as follows:

Derivatives not designated as hedging instruments	Location of gain/(loss) recognized	July 29, 2013 to September 30 2013
Interest Rate Swap - Change in fair value	Loss on derivatives-net		366,806
Interest Rate Swap – Realized loss	Loss on derivatives-net		(965,954	)
Loss on derivatives-net			(599,148	)

19. Financial Instruments

The principal financial assets of the Company consist of cash and cash equivalents, amounts due from related parties and trade accounts receivable. The principal financial liabilities of the Company consist of long-term bank loan, interest rate swaps, accounts payable, amounts due to related parties and accrued liabilities.

(a) Interest rate risk: The Company's long-term bank loan is based on LIBOR and hence the Company is exposed to movements in LIBOR. The Company entered into interest rate swap agreements, discussed in Note 18, in order to hedge its variable interest rate exposure.

(b) Fair value: The carrying values of trade accounts receivable, amounts due from related parties, cash and cash equivalents, accounts payable, amounts due to related parties and accrued liabilities are reasonable estimates of their fair value due to the short-term nature of these financial instruments. The fair value of long-term bank loan approximates the recorded value, due to their variable interest rate, being the LIBOR. LIBOR rates are observable at commonly quoted intervals for the full terms of the loan and hence long-term bank loan is considered Level 2 item in accordance with the fair value hierarchy.

F-22

Dorian LPG Ltd.

Notes to consolidated financial statements

(Expressed in United States Dollars)

19. Financial Instruments - Continued

(b) Fair value - Continued

The interest rate swaps, discussed in Note 18, are stated at fair value. The fair value of the interest rate swaps is determined using a discounted cash flow approach based on market-based LIBOR swap yield rates. LIBOR swap rates are observable at commonly quoted intervals for the full terms of the swaps and therefore are considered Level 2 items in accordance with the fair value hierarchy. The fair value of the interest rate swap agreements approximates the amount that the Company would have to pay for the early termination of the agreements.

As of September 30, 2013, no fair value measurements for assets or liabilities under Level 1 or Level 3 were recognized in the Company's consolidated balance sheets. The Company did not have any other assets or liabilities measured at fair value on a nonrecurring basis during the period July 1, 2013 to September 30, 2013.

20. Loss Per Share

Basic loss per share ("EPS") was calculated by dividing the net loss for the period attributable to the owners of the common shares by 93,221,621 shares being the weighted average number of common shares issued and outstanding during the period. Diluted loss per share is the same as basic earnings per share. There are no other potentially dilutive shares.

21. Subsequent Events

On October 28, 2013 the Company entered into an agreement with Scorpio Tankers Inc. (NYSE: STNG) ("Scorpio Tankers") which was concluded on November 26, 2013. In accordance with the agreement, Scorpio Tankers sold to the Company its entire portfolio of Very Large Gas Carrier ("VLGC") newbuilding contracts comprising 13 VLGC contracts, associated deposits to the shipyards of $83.1 million and a cash contribution of $1.9 million, in exchange for 39,952,123 newly issued Dorian LPG common shares, representing 30% of the Company's pro-forma outstanding shares. The outstanding commitments on the VLGC contracts acquired are $892.2 million.

Concurrently on November 26, 2013 with the conclusion of the Scorpio Tankers transaction, the Company completed a private placement of 80,405,405 shares to Norwegian and international institutional investors at a price of NOK 18.50 which represents approximately $245.6 million in gross proceeds. Subsequent to this offering the Company has 213,579,149 common shares issued and outstanding.

F-23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of the Predecessor Businesses of Dorian LPG Ltd:

We have audited the accompanying combined balance sheets of the Predecessor Businesses of Dorian LPG Ltd. as of March 31, 2013 and 2012, and the related combined statements of operations, owners' equity, and cash flows for each of the two years in the period ended March 31, 2013. The combined financial statements include the accounts of the companies as defined in Note 1 to the Company's accompanying financial statements (hereinafter collectively referred to as the "Company"). These companies are under common management. These combined financial statements are the responsibility of the companies' management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The companies are 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 financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companies' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all material respects, the combined financial position of the Predecessor Businesses of Dorian LPG Ltd. as of March 31, 2013 and 2012, and the combined results of their operations and their combined cash flows for each of the two years in the period ended March 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte Hadjipavlou, Sofianos & Cambanis S.A.

Athens, Greece

January 17 , 2014

F-24

Predecessor Businesses of Dorian LPG Ltd.`

Combined balance sheets

As of March 31, 2013 and 2012 (Audited)

(Expressed in United States Dollars)

	Note		March 31, 2013 (Audited)			March 31, 2012 (Audited)

Assets
Current assets
Cash and cash equivalents				1,041,644			2,040,290
Trade receivables, net				1,036,187			300,925
Prepaid expenses and other receivables				64,576			199,615
Due from related parties		3		2,198,820			-
Inventories		4		1,708,241			1,048,173
Accrued revenue				108,551			360,666
Total current assets				6,158,019			3,949,669
Fixed assets
Vessels, net		5		187,077,722			198,279,672
Total fixed assets				187,077,722			198,279,672
Other non-current assets
Deferred charges, net		6		1,211,863			1,613,120
Accrued revenue				-			100,812
Total assets				194,447,604			203,943,273

Liabilities and equity current liabilities
Trade accounts payable				3,314,624			3,560,451
Accrued expenses		7		1,418,585			1,803,212
Due to related parties		3		14,115,179			9,359,241
Deferred income				641,048			640,685
Current portion of long-term debt		8		12,112,000			10,612,000
Total current liabilities				31,601,436			25,975,589
Long-term liabilities
Long-term debt - net of current portion		8		128,718,500			139,003,000
Derivative instruments		15		21,369,878			21,356,197
Total long-term liabilities				150,088,378			160,359,197
Total liabilities				181,689,814			186,334,786

Owners' equity
Owners' capital		9		73,880,910			73,880,910
Accumulated deficit				(61,123,120	)		(56,272,423	)
Total owners' equity				12,757,790			17,608,487
Total liabilities and equity				194,447,604			203,943,273

The accompanying notes are an integral part of these combined financial statements.

F-25

Predecessor Businesses of Dorian LPG Ltd.

Combined statements of operations

For the period April 1, 2013 to July 28, 2013 (Unaudited) and

For the years ended March 31, 2013 and 2012 (Audited)

(Expressed in United States Dollars)



			April 1, 2013 to			Year ended March 31,
			July 28, 2013			2013			2012
	Note		(Unaudited)			(Audited)			(Audited)

Revenues		10		15,383,116			38,661,846			34,571,042

Expenses
Voyage expenses		11		3,623,872			8,751,257			2,075,698
Voyage expenses – related party		3		198,360			505,926			448,683
Vessel operating expenses		12		4,638,725			12,038,926			14,410,349
Management fees - related party		3		601,202			1,824,000			1,824,000
Depreciation and amortization		5,6		3,955,309			12,024,829			11,847,628
General and administrative expenses				28,204			157,039			80,552
Total expenses				13,045,672			35,301,977			30,686,910

Operating income				2,337,444			3,359,869			3,884,132

Other income/(expenses)
Interest and finance cost				(762,815	)		(2,568,985	)		(2,415,855	)
Interest income				98			598			504
Gain/(Loss) on derivatives		15		2,830,205			(5,588,479	)		(10,943,316	)
Foreign currency (loss)/gain, net				(5	)		(53,700	)		2,215
Total other income/(expenses), net				2,067,483			(8,210,566	)		(13,356,452	)
Net income/(loss)				4,404,927			(4,850,697	)		(9,472,320	)

The accompanying notes are an integral part of these combined financial statements.

F-26

Predecessor Businesses of Dorian LPG Ltd.

Combined statements of owners' equity

For the period April 1, 2013 to July 28, 2013 (Unaudited) and

For the years ended March 31, 2013 and 2012 (Audited)

(Expressed in United States Dollars)

		Owners' capital		Accumulated deficit			Total

Balance, April 1, 2011	-		73,880,910		(46,800,103	)		27,080,807
Net loss for the year	-		-		(9,472,320	)		(9,472,320	)
Balance, March 31, 2012	-		73,880,910		(56,272,423	)		17,608,487
Net loss for the year	-		-		(4,850,697	)		(4,850,697	)
Balance, March 31, 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-27

Predecessor Businesses of Dorian LPG Ltd.

Combined statements of cash flows

For the period April 1, 2013 to July 28, 2013 (Unaudited) and

For the years ended March 31, 2013 and 2012 (Audited)

(Expressed in United States Dollars)

	April 1, 2013 to			Year ended March 31,
	July 28, 2013 (Unaudited)			2013 (Audited)			2012 (Audited)
Cash flows from operating activities:
Net income/(loss)		4,404,927			(4,850,697	)		(9,472,320	)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization		3,955,309			12,024,829			11,847,628
Amortization of financing costs		15,437			48,307			50,286
Unrealized loss on derivatives		(4,684,006	)		13,681			4,607,769
Changes in assets and liabilities:
Trade receivables		(3,431,789	)		(735,261	)		(58,795	)
Prepaid expenses and other receivables		8,646			887,115			(770,805	)
Due from related parties		853,214			(2,198,820	)		1,035,053
Inventories		415,631			(660,068	)		(317,947	)
Trade accounts payable		759,262			(245,827	)		2,375,081
Accrued expenses and other liabilities		(336,312	)		(384,265	)		(473,196	)
Due to related parties		2,710,151			4,755,938			2,585,806
Payment for drydocking costs					(399,149	)		(1,078,883	)
Net cash from operating activities		4,670,470			8,255,783			10,329,677

Cash flows from investing activities:
Payments for vessel improvements		(90,492	)		(469,929	)		(309,717	)
Net cash used in investing activities		(90,492	)		(469,929	)		(309,717	)

Cash flows from financing activities:
Repayment of long-term debt		(5,606,000	)		(8,784,500	)		(10,397,000	)
Net cash used in financing activities		(5,606,000	)		(8,784,500	)		(10,397,000	)

Net decrease in cash and cash equivalents		(1,026,022	)		(998,646	)		(377,040	)
Cash and cash equivalents at the beginning of the period		1,041,644			2,040,290			2,417,330
Cash and cash equivalents at the end of the period		15,622			1,041,644			2,040,290
Supplemental disclosure of cash flow information
Cash paid during the period for interest		1,002,958			2,472,386			2,196,621

The accompanying notes are an integral part of the combined financial statements.

F-28

Predecessor 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 management decisions throughout the periods presented. In order to present the track record of this management team the entities are presented in a single combined set of financial statements.

Vessel owning Company	Date of incorporation	Type of vessel3	Vessel's name	Built	CBM2

Cepheus Transport Ltd. (Cepheus)1	March 17, 2004	VLGC	Captain Nicholas ML	2008		82,000
Lyra Gas Transport Ltd (Lyra)1	January 30, 2005	VLGC	Captain John NP	2007		82,000
Cetus Transport Ltd. (Cetus)1	January 27, 2004	VLGC	Captain Markos NL	2006		82,000
Orion Tankers Limited (Orion)1	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 liquefied petroleum 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 company incorporated 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 total revenues
	April 1, 2013 to		Year ended March 31,
Charterer	July 28, 2013		2013		2012
Statoil Hydro ASA		49		53		89
Petredec Ltd.		18		19		10
E1Corp.		19		17		-
Astomos Energy Corporation		12		-		-

2. Significant Accounting Policies

(a) Principles of combination: The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the accounts and operating results of the legal entities comprising the Owning Companies as discussed in Note 1, which were all under common management. The combined statements represent an aggregation of the U.S. GAAP financial information of the entities comprising the Owning Companies. All intercompany balances and transactions have been eliminated upon combination.

(b) Use of estimates: The preparation of the Predecessor combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-29

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

2. Significant Accounting Policies - Continued

(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 of stockholders' equity. The Company has no other comprehensive income/loss and accordingly, comprehensive income/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 currency transaction is measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. As of the balance sheet date, monetary assets and liabilities that are denominated in a currency other than the functional currency are adjusted to reflect the exchange rate at the balance sheet date and any gains or losses are included in the combined statement of operations.

(e)	Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit 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 doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No allowance for doubtful accounts was recorded for the periods presented.

(g)	Inventories: Inventories consist of bunkers on board the vessels when vessels are unemployed or are operating under voyage charters and lubricants and stores on board the vessels. Inventories are stated at the lower of cost or market. Cost is 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, delivery expenses and other expenditures to prepare the vessel for her initial voyage. The cost of vessels constructed includes financing costs incurred during the construction period. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Repairs and maintenance are expensed as incurred.

(i)

(j)

Vessel depreciation: Depreciation is computed using the straight-line method over the estimated useful life of the vessels, after considering the estimated salvage value. Each vessel's salvage value is equal to the product of its lightweight tonnage and estimated scrap rate, which is estimated to be $ 400 per lightweight ton. Management of the Owning Companies estimates the useful life of its vessels to be 20 years from the date of initial delivery from the shipyard for VLGC's and 25 years for PGC vessels. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life.

F-30

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

2. Significant Accounting Policies - Continued

(k)

Drydocking and special survey costs: Drydocking and special survey costs are accounted under deferral method whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Costs deferred are limited to actual costs incurred at the yard and parts used in the drydocking or special survey. If a survey is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels that are sold are written-off and included in the calculation of the resulting gain or loss in the period of the vessel's sale. The amortization charge is presented within "Depreciation and amortization" in the combined statements of operations.

(l)

Financing costs: Financing fees incurred for obtaining new loans and credit facilities are deferred and amortized to interest expense over the respective loan or credit facility using the effective interest rate method. Any unamortized balance 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 credit facilities repaid is expensed in the period. Any unamortized balance of costs relating to credit facilities refinanced are deferred and amortized over the term of the respective credit facility in the period the refinancing occurs, subject to the provisions of the accounting guidance relating to debt extinguishment. The unamortized financing costs are reflected in Deferred Charges in the accompanying combined balance sheets.

(m)	Revenues and expenses: Revenue is recognized when an agreement exists, the vessel is made available to the charterer or 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 and recognized when the charter service is rendered. Accrued revenue results from 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 presented as current, with amounts to be recognized thereafter presented as non-current. Revenues earned through the profit sharing arrangements in the time charters represent contingent rental revenues that are recognized when earned and amounts are reasonably assured based on estimates provided by the charterer.

Voyage charter revenue: Under a voyage charter, the revenues are recognized on a pro-rata basis over the duration of the voyage determined on a discharge- to discharge port basis but the Company does not begin recognizing revenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port for its next voyage. In the event a vessel is sold while a voyage is in progress, 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 time exceeds the stipulated time in the voyage charter and is recognized when earned and collection is reasonably assured. Dispatch expense represents payments by the Company to the charterer when loading or discharging time is less than the stipulated time in the voyage charter and is recognized as incurred.

F-31

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

2. Significant Accounting Policies - Continued

(m)	Revenue and expenses - Continued

Commissions: Charter hire commissions to brokers or the Manager are deferred and amortized over the related charter period and are included in Voyage expenses.

(n)	Repairs and maintenance: All repair and maintenance expenses, including underwater inspection costs are expensed in the 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 operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, the international transportation of liquid petroleum gas with its fleet of vessels. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.

(p)

(q)	Fair value of financial instruments:

In accordance with the requirements of accounting guidance relating to Fair Value Measurements, the Company classifies and discloses its assets and liabilities carried at fair value in one of the following 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.

(r)	Recent accounting pronouncements: There are no recent accounting pronouncements the adoption of which would have a material effect on the Company's combined financial statements in the current period or expected to have an impact on future periods.

F-32

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

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 agreements had an initial term of 12 months and thereafter could be terminated by either party giving two months written notice. For each of the periods presented, under the Management Agreements the Manager received for each VLGC and PGC vessel a commission of 1.25% or 2%, respectively, of the gross freight, demurrage, dead freights and charter hire which are due and payable ("charter hire commission") and a fixed monthly management fee of $40,000 or $32,000 per vessel respectively. In addition, under the Management Agreements, the Manager is entitled to a commission of 1% on the contract price, for any vessel bought or sold.

The following amounts charged by the Manager are included in the combined statement of operations:

	April 1, 2013 to		Year ended March 31,
	July 28, 2013		2013		2012

(i) Charter hire commissions , included in Voyage expenses – related party		198,360		505,926		448,683
(ii) Management fees		601,202		1,824,000		1,824,000

The amounts due to/from related parties represent amounts due to/from the Manager relating to payments made by the Manager on behalf of each of the Owning Companies net of amounts transferred to the Manager.

4. Inventories


	March 31, 2013		March 31, 2012

Bunkers		1,200,591		651,913
Victualing		64,969		48,200
Bonded stores		16,924		10,124
Lubricants		418,987		328,510
Communication cards		6,770		9,426
Total		1,708,241		1,048,173

F-33

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

5. Vessels, Net

	Vessel cost		Accumulated depreciation			Net book value

Balance, April 1, 2011		251,713,635		(42,071,627	)		209,642,008
Vessel improvements		309,718		-			309,718
Depreciation		-		(11,672,054	)		(11,672,054	)
Balance, March 31, 2012		252,023,353		(53,743,681	)		198,279,672
Vessel improvements		469,929		-			469,929
Depreciation		-		(11,671,879	)		(11,671,879	)
Balance, March 31, 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 are first-priority mortgaged as collateral to secure the bank loans discussed in Note 8. No impairment loss was identified or recorded for the years ended March 31, 2013 and 2012.

The vessel improvements relate to improvements to the vessels and include systems to improve the consumption of the main engines lubricating oil, fuel system modification (double fuel system), and modifications to increase the vessel cargo operation flexibility.

6. Deferred Charges, Net

The deferred charges comprised of the following:

	Financing costs			Drydocking costs			Total

April 1, 2011		360,948			-			360,948
Additions		-			1,478,032			1,478,032
Amortization		(50,286	)		(175,574	)		(225,860	)
March 31, 2012		310,662			1,302,458			1,613,120
Amortization		(48,307	)		(352,950	)		(401,257	)
March 31, 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

F-34

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

7. Accrued Expenses

Accrued expenses comprise of the following:


	March 31,2013		March 31, 2012

Accrued loan and swap interest		1,407,673		1,530,491
Accrued voyage and vessel operating expenses		10,912		272,721
Total		1,418,585		1,803,212

8. Long-Term Debt

The table below presents the loans outstanding as of March 31, 2013 and 2012:


Secured bank debt	March 31,2013		March 31, 2012
(a) Royal Bank of Scotland plc (RBS)
Tranche B		35,798,000		38,355,000
Tranche C		47,600,000		51,000,000
Tranche D		54,932,500		56,760,000
Total RBS		138,330,500		146,115,000
(b) Deutsche Schiffsbank		2,500,000		3,500,000
Total		140,830,500		149,615,000

Presented as follows:
Current portion of long-term debt		12,112,000		10,612,000
Long-term debt		128,718,500		139,003,000
Total		140,830,500		149,615,000

The minimum annual principal payments, in accordance with the loan agreements, required to be made after March 31, 2013 are as follows:

Year ending March 31,:
2014			12,112,000
2015			9,612,000
2016			9,612,000
2017			9,612,000
2018			9,612,000
Thereafter			90,270,500
Total			140,830,500

F-35

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

8. Long-Term Debt - Continued

(a)

The Royal Bank of Scotland plc (RBS): On August 12 2005 Cepheus, Lyra, Cetus and Cygnus Transport Ltd, (Cygnus) a related party (collectively the "Borrowers"), jointly and severally entered into a loan facility divided into four tranches. Tranche A of up to $34.9 million related to Cygnus. Tranche B of up to $51.1 million, Tranche C of up to $68 million and Tranche D of up to $68.8 million related to the financing of approximately 80% of the construction cost of the Captain Nicolas ML , the Captain John NP and the Captain Markos NL respectively. Tranches B, C, and D were payable in twenty four equal consecutive six monthly installments of $1,278,500; $1,700,000 and $1,720,000 commencing six months after the final draw down date of each tranche, plus a balloon payment of $ $20,456,000, $27,200,000 and 27,520,000 respectively. The loan bears interest at LIBOR plus a margin of 0.925% per annum. The agreement also requires that Borrowers to maintain a minimum market adjusted a security cover ratio equal to at least 120% of amounts due to RBS under the loan agreement. In the event of noncompliance the Borrowers will be required within 30 days of being notified in writing by RBS to make such prepayment or provide such additional security to restore the security cover ratio. As of March 31, 2013 the Borrowers were not in compliance with the security cover which reflected a shortfall of approximately $7.7 million. The shortfall was effectively remedied by June 30, 2013 following normal scheduled debt repayments, a reduction in the out of the money exposure position on the interest rate swaps and an improvement in the aggregate fair market valuations of the mortgaged vessels.

(b)

Deutsche Schiffsbank: On July 25, 2007, Orion entered into a loan agreement for $8,000,000 to partially finance the acquisition of LPG Grendon. The loan is payable in twenty four (24) equal consecutive quarterly installments of $250,000, commencing in October 2007, plus a balloon payment of $2,000,000 payable together with the last installment. The loan bears interest at LIBOR plus a margin of 1.1% per annum. In addition Orion was required to maintain a minimum market adjusted asset cover ratio equal to at least 125% of the outstanding loan principal ("security cover ratio"). Orion was in compliance with the security cover ratio as of March 31, 2013. The loan was fully repaid on July 23, 2013.

Securities: All loans are secured by first priority mortgages on the vessels discussed above and first assignments of all freights, earnings and insurances. The loan agreements also contain covenants that require the Company to maintain adequate insurance coverage and to obtain the lender's prior consent before changes are made to the flag, class or management of the vessels, or enter into a new line of business, pay dividend if an event of default has occurred and is continuing, repay any shareholders loans or make any loans or advances, issue any shares in its capital other than to the shareholders, reduce its issued share capital, acquire any subsidiary and consolidate or amalgamate with, or merge into, any other entity.

9. Owners' Capital

Each ship owning entity is a body corporate duly organized under the laws of the Republic of Liberia and has an authorized share capital divided into 500 registered and/or bearer shares of no par value, all of which have been issued in the bearer form. The holders of the shares are entitled to one vote on all matters submitted to a vote of owners and to receive all dividends, if any.

F-36

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

9. Owners' Capital - Continued

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 entities that comprise the Owning Companies. As a result, the financial statements reflect owners' capital and not share capital and additional paid in capital of a parent company. Owners capital represents contributions from owners. The owners capital was used to partly finance the acquisition of the vessels.

10. Revenues

Revenues comprise the following:

	April 1 ,2013 to		Year ended March 31,
	July 28, 2013		2013		2012

Time charter revenue		8,850,543		24,143,606		33,399,609
Voyage charter revenue		6,236,525		13,581,561		142,500
Other income		296,048		936,679		1,028,933
Total		15,383,116		38,661,846		34,571,042

Included in time charter revenue is $2,702,635 and $5,193,454 and $5,966,726 representing the profit-sharing element of the time charter agreements for the period ended July 28, 2013 and the year ended March 31, 2013 and 2012, respectively. Other income represents demurrage income and income from charterers relating to expenses such as security guards and additional war risk insurance recovered from the charterers.

11. Voyage Expenses

Voyage expenses, including voyage expenses – related party, are comprised as follows:

	April 1 ,2013 to		Year ended March 31,
	July 28, 2013		2013		2012
Brokers commission		396,720		1,025,761		897,367
Bunkers		2,755,445		6,678,660		481,903
Port charges and other related expenses		391,091		746,574		180,983
Security cost		206,940		582,112		668,458
War risk insurances		26,673		111,626		241,854
Other voyage expenses		45,363		112,450		53,816
Total voyage expenses		3,822,232		9,257,183		2,524,381

F-37

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

12. Vessel Operating Expenses

Vessel operating expenses are comprised of the following:

	April 1 ,2013 to		Year ended March 31,
	July 28, 2013		2013		2012
Crew wages and related costs		2,519,315		7,932,836		8,007,295
Spares and stores		1,284,161		1,502,111		2,143,239
Lubricants		176,502		686,375		851,829
Insurance		298,249		942,847		997,801
Repairs and maintenance costs		279,921		848,576		2,237,825
Miscellaneous expenses		80,577		126,181		172,360
Total		4,638,725		12,038,926		14,410,349

13. Income Taxes

The Owning Companies are incorporated in the Republic of Liberia and under the laws of the Liberia, are not subject to income taxes, however, they are subject to registration and tonnage taxes, which are not income taxes and are included in vessel operating expenses in the accompanying combined statements of operations. Furthermore, the Owning Companies are subject to a 4% United States federal tax in respect of its U.S. source shipping income (imposed on gross income without the allowance for any deductions), which is not an income tax. Such taxes have been recorded within Voyage Expenses in the accompanying combined statements of operations. In many cases, these taxes are recovered from the charterers; such amounts recovered are recorded within Revenues in the accompanying combined statements of operations.

14. Commitments and Contingencies

From time to time the Owning Companies 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 the expenditure of significant financial and managerial resources. The Owning Companies are not aware of any claim, which is reasonably possible and should be disclosed or probable and for which a provision should be established in the accompanying financial statements.

The Company was jointly and severally liable together with a related party in respect of the related party's outstanding loan balance of $22,290,000 due under the bank loan as of March 31, 2013 (refer note 8(a)).

15. Derivative Instruments

The Owning Companies use interest rate swaps for the management of interest rate risk exposure. The interest rate swaps effectively convert a portion of the Company's debt from a floating to a fixed rate. To hedge its exposure to changes in interest rates the Company is a party to five floating-to-fixed interest rate swaps with RBS covering notional amounts aggregating approximately $136,718,000 as of March 31, 2013 (2012: $146,115,000).

F-38

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

15. Derivative Instruments - Continued

On March 31, 2005 and April 3, 2007 Cetus Transport Ltd entered into an interest rate swap agreement with RBS with effective date November 21, 2006 and November 17, 2006 respectively and termination dated November 21, 2018 and November 17, 2018. Under the terms of this arrangement the Company swaps the notional amount outstanding under the agreement 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 an interest rate swap agreement with RBS with effective date 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 a floating rate of interest to a fixed rate of 4.772% and 2.960% respectively. The original notional amount of $64,146,313 is reduced 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 RBS with effective date July 21, 2008 and termination dated July 21, 2014. RBS holds the right to extend the interest rate swap until the July 21 2020. Under the terms of this arrangement the Company swaps the notional amount outstanding under the agreement from a floating rate of interest to a fixed rate of 4.35%. The original notional amount of $68,800,000 is reduced semi-annually by $1,720,000 with a final settlement of $29,240,000 due in July 21, 2020.

Tabular disclosure of financial derivatives is as follows:


		March 31, 2013				March 31, 2012
Derivatives not designated as hedging instruments	Balance sheet location	Asset derivatives		Liability derivatives		Asset derivatives		Liability derivatives

Interest Rate Swap Agreements	Non-current liabilities - Derivatives		-		21,369,878		-		21,356,197

Total derivatives not designated as hedging instruments			-		21,369,878		-		21,356,197

The effect of derivative instruments on the combined statements of operations for the years ended March 31, 2013 and 2012 is as follows:

Derivatives not designated as	Location of loss	April 1, 2013 to July 28, 2013			Year ended March 31,
hedging instruments	recognized	(Unaudited)			2013			2012

Interest Rate Swap - Change in fair value	Loss on derivatives		4,684,007			(13,680	)		(4,607,773	)
Interest Rate Swap – Realized loss	Loss on derivatives		(1,853,802	)		(5,574,799	)		(6,335,543	)

Total gain/(loss) on derivatives			2,830,205			(5,588,479	)		(10,943,316	)

F-39

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

16. Financial Instruments

The principal financial assets of the Company consist of cash and cash equivalents, amounts due from related parties and trade accounts receivable. The principal financial liabilities of the Company consist of long-term bank loans, interest rate 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 to movements in LIBOR. The Company entered into interest rate swap agreements, discussed in Note 15, in order to hedge its variable interest rate exposure.

(b)

Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of trade accounts receivable, amounts due from related parties, cash and cash equivalents. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers' financial condition and generally does not require collateral for its trade accounts receivable. The Company 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 cash equivalents, accounts payable, amounts due to related parties and accrued liabilities are reasonable estimates of their fair value due to the short-term nature of these financial instruments. The fair value of long-term bank loans approximate the recorded value, due to their variable interest rate, being the LIBOR. LIBOR rates are observable at commonly quoted intervals for the full terms of the loans and hence long-term bank loans are considered Level 2 items in accordance with the fair value hierarchy.

The interest rate swaps, discussed in Note 15, are stated at fair value. The fair value of the interest rate swaps is determined using a discounted cash flow approach based on market-based LIBOR swap yield rates. LIBOR swap rates are observable at commonly quoted intervals for the full terms of the swaps and therefore are considered Level 2 items in accordance with the fair value hierarchy. The fair value of the interest rate swap agreements approximates the amount that the Company would have to pay for the early termination of the agreements.

As of March 31, 2013 and 2012, no fair value measurements for assets or liabilities under Level 1 or Level 3 were recognized in the Company's combined balance sheets. The Company did not have any other assets or liabilities measured at fair value on a nonrecurring basis during the years ended March 31, 2013 and 2012.

F-40

Predecessor Businesses of Dorian LPG Ltd.

Notes to combined financial statements

(Expressed in United States Dollars)

17. 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 to CMNL LPG Transport LLC, CJNP LPG Transport LLC and CNML LPG Transport LLC (being newly created entities of the same shareholders), respectively, which also assumed the related outstanding bank debt and interest rate swaps related to each vessel.

●	100% interest in CMNL LPG Transport LLC, CJNP LPG Transport LLC and CNML LPG Transport LLC was contributed 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-41

DORIAN LPG LTD.

Common Shares

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 6. Indemnification of Directors and Officers

The Bylaws of the Registrant provide that every director and officer of the Registrant shall be indemnified out of the funds of the Registrant against:

(1)

all civil liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director or officer acting in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election, provided always that such indemnity shall not extend to any matter which would render it void pursuant to any Marshall Islands statute from time to time in force concerning companies insofar as the same applies to the Registrant (the "Companies Acts"); and

(2)

all liabilities incurred by him as such director or officer in defending any proceedings, whether civil or criminal, in which judgment is given in his favor, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.

Section 60 of the Associations Law of the Republic of the Marshall Islands provides as follows: Indemnification of directors and officers.

(1)

Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.

(2)

Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(3)

When director or officer successful. To the extent that director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

(4)

Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.

(5)

Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(6)

Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

II-1

(7)

Insurance. A corporation shall have power to purchase and maintain insurance or behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

Item 7. Recent Sales of Unregistered Securities

On July 1, 2013, we issued 100 shares to Dorian Holdings in connection with our formation, on July 29, 2013 we issued an aggregate of 93,221,621 shares, and on November 26, 2013 we issued an aggregate of 120,357,528 shares. These sales were deemed to be exempt from registration under the Securities Act in reliance upon the exemptions to the Securities Act indicated in the table below. There were no underwriters involved in any of the transactions, nor were there any forms of public solicitation or general advertising used in connection with the issuances.

Securities Sold	Date Sold	Consideration	Registration Exemption	Purchasers
100 common shares	July 1, 2013	$100	Section (4)2	Dorian Holdings
46,550,271 common shares	July 29, 2013	$117.7 million	Regulation S and Rule 144A	Qualified institutional buyers and non-U.S. persons
23,335,675 common shares	July 29, 2013	Option rights, interests in vessel owning entities and cash, as further described in Note 1 to our consolidated financial statements included herein	Section 4(2)	Dorian Holdings
23,335,675 common shares	July 29, 2013	Subsidiary entities and cash, as further described in Note 1 to our consolidated financial statements included herein	Section 4(2)	SeaDor Holdings
39,952,123 common shares	November 26, 2013	Option rights, 100% ownership of an entity that is party to a newbuilding contract and cash, as further described in Note 1 to our consolidated financial statements included herein	Section 4(2)	Scorpio Tankers
80,405,405 common shares	November 26, 2013	$245.6 million	Regulation S and Rule 144A	Qualified institutional buyers and non-U.S. persons

II-2

Item 8. Exhibits and Financial Statement Schedules

(a) Exhibits

Number	Description
1.1	Form of Underwriting Agreement*
3.1	Amended and Restated Articles of Incorporation*
3.2	Amended and Restated Bylaws*
4.1	Form of Common Share Certificate*
5.1	Form of Opinion of Seward & Kissel LLP as to the legality of the securities being registered*
8.1	Opinion of Seward & Kissel LLP with respect to certain U.S. tax matters*
8.2	Opinion of Seward & Kissel LLP with respect to certain Marshall Islands tax matters*
10.1	Services Agreement between Dorian LPG Ltd and Dorian LPG (USA) LLC*
10.2	Shareholders Agreement Dorian LPG Ltd., Scorpio Tankers Inc., SeaDor Holdings LLC and Dorian Holdings LLC*
10.3	Purchase Agreement between Dorian LPG Ltd. and Scorpio Tankers Inc.*
10.4	Management Agreement between CMNL LPG Transport LLC and Dorian (Hellas), SA*
10.5	Management Agreement between CJNP LPG Transport LLC and Dorian (Hellas), SA*
10.6	Management Agreement between CNML LPG Transport LLC and Dorian (Hellas), SA*
10.7	Management Agreement between Grendon Tanker LLC and Dorian (Hellas), SA*
10.8	Option and Assignment Agreement among Dorian LPG Ltd., Dorian Holdings, Dorian (Hellas) and Seacor Gas Transport Corporation*
10.9	Contribution and Release Agreement between Dorian LPG Ltd. and, Dorian (Hellas), SA and SeaDor Holdings LLC*
10.10	$135.2 million Term Loan Facility, dated July 29, 2013, between CJNP LPG Transport LLC, CMNL LPG Transport LLC, CNML LPG Transport LLC, Corsair LPG Transport LLC, Dorian LPG Ltd. and The Royal Bank of Scotland plc*
10.11	Contribution and Conveyance Agreement, dated July 29, 2013, between Dorian LPG Ltd. and Dorian Holdings LLC*
14.1	Code of Ethics*
21.1	List of Subsidiaries*
23.1	Consent of Deloitte Hadjipavlou, Sofianos & Cambanis S.A.*
23.2	Consent of Seward & Kissel LLP (included in its opinion filed as Exhibit 5.1)*
23.3	Consent of Seward & Kissel LLP (included in its opinion filed as Exhibit 8.1)*
23.4	Consent of Nominee Executive Officers and Directors*
23.5	Consent of Poten & Partners (UK) Limited*
24.1	Powers of Attorney (included in the signature page hereto)*

__________

*	To be filed in a subsequent amendment.

(b) Financial Statement Schedules

The financial statements incorporated by reference into this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.

Item 9. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in , , on the day of , 2014.

		DORIAN LPG LTD.

		By:	/s/
			Name:
			Title:

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gary J. Wolfe, Robert E. Lustrin, Will Vogel or either of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this registration statement, whether pre-effective or post-effective, including any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on , 2014.

Signature		Title

/s/		Director; Chief Executive Officer, Dorian LPG (USA) LLC
John C. Lycouris		Director; Chief Executive Officer, Dorian LPG (USA) LLC


/s/		Chief Financial Officer and Treasurer; Chief Financial Officer and Treasurer, Dorian LPG (USA) LLC (Principal Financial Officer and Principal Accounting Officer)
Theodore B. Young


/s/		Executive Chairman, President and Chief Executive Officer; President, Dorian LPG (USA) LLC (Principal Executive Officer)
John C. Hadjipateras



/s/		Director
Charles Fabrikant


/s/		Director
Øivind Lorentzen


/s/		Director
Nigel D. Widdowson


/s/		Director
Thomas J. Coleman


/s/		Director
Eric Fabrikant


/s/		Director
Robert Bugbee

Authorized Representative

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this registration statement in Stamford, Connecticut, on , 2014.

		DORIAN LPG (USA) LLC

		By:	/s/
			Name:
			Title:

Marshall Islands	4412	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Dorian LPG Ltd. c/o Dorian LPG (USA) LLC 27 Signal Road Stamford, Connecticut 06878 (203) 978-1234	Seward & Kissel LLP Attention: Gary J. Wolfe One Battery Park Plaza New York, New York 10004 (212) 574-1200
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)	(Name, address and telephone number of agent for service)

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Common Shares, $0.01 par value per share	$	$

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Dorian LPG
Per Share	$	$	$
Total	$	$	$

	Dorian LPG Ltd. (Marshall Islands)
	Dorian LPG Ltd. (Marshall Islands)


Vessel Management Companies: Dorian LPG (USA) LLC (Delaware) Dorian LPG (UK) Ltd (United Kingdom) Dorian LPG Management Corp. (Marshall Islands)		Vessel-Owning Subsidiaries: Initial Fleet (Marshall Islands)	Vessel-Owning Subsidiaries: VLGC Newbuilding Program (Marshall Islands)

PROSPECTUS SUMMARY	1
THE OFFERING	8
FORWARD-LOOKING STATEMENTS	12
RISK FACTORS	14
USE OF PROCEEDS	35
CASH AND CAPITALIZATION	36
PER SHARE MARKET PRICE INFORMATION	38
DIVIDEND POLICY	39
DILUTION	40
SELECTED FINANCIAL AND OPERATING DATA	41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44
THE LPG SHIPPING INDUSTRY	56
BUSINESS	80
MANAGEMENT	95
RELATED PARTY TRANSACTIONS	100
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	102
DESCRIPTION OF CAPITAL STOCK	103
CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS	108
SHARES ELIGIBLE FOR FUTURE SALE	111
TAX CONSIDERATIONS	112
UNDERWRITING	120
ENFORCEABILITY OF CIVIL LIABILITIES	124
LEGAL MATTERS	124
EXPERTS	124
WHERE YOU CAN FIND ADDITIONAL INFORMATION	124
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	142
GLOSSARY OF SHIPPING TERMS	125
INDEX TO THE FINANCIAL STATEMENTS	F-1


	Capacity (Cbm)	Shipyard	Sister Ships	Year Built/ Scheduled Delivery (1)	ECO Vessel (2)	Charterer	Charter Expiration(1)
Initial Fleet
VLGC
Captain Nicholas ML(3)	82,000	Hyundai	A	2008	—	Statoil	Q2 2014
Captain John NP	82,000	Hyundai	A	2007	—	Spot	—
Captain Markos NL(4)	82,000	Hyundai	A	2006	—	Statoil	Q3 2014

Small Pressure
Grendon(5)	5,000	Hyundai		1996	—	Petredec	Q2 2014
VLGC Newbuilding Program
NB#1	84,000	Hyundai	B	Q3 2014	X	—	—
NB#2	84,000	Hyundai	B	Q3 2014	X	—	—
NB#3	84,000	Hyundai	B	Q4 2014	X	—	—
NB#4	84,000	Hyundai	B	Q2 2015	X	—	—
NB#5	84,000	Hyundai	B	Q2 2015	X	—	—
NB#6	84,000	Hyundai	B	Q2 2015	X	—	—
NB#7	84,000	Hyundai	B	Q3 2015	X	—	—
NB#8	84,000	Hyundai	B	Q3 2015	X	—	—
NB#9	84,000	Daewoo	C	Q3 2015	X	—	—
NB#10	84,000	Hyundai	B	Q4 2015	X	—	—
NB#11	84,000	Hyundai	B	Q4 2015	X	—	—
NB#12	84,000	Hyundai	B	Q4 2015	X	—	—
NB#13	84,000	Daewoo	C	Q4 2015	X	—	—
NB#14	84,000	Daewoo	C	Q4 2015	X	—	—

Common shares offered	common shares.
	common shares, if the underwriters exercise their over-allotment option in full.
Common shares outstanding immediately after the offering	common shares.
	shares, if the underwriters exercise their over-allotment option in full.
Use of proceeds	We estimate that we will receive net proceeds of approximately $ million from this offering assuming the underwriters' over-allotment option is not exercised, and approximately $ million if the underwriters' over-allotment option is exercised in full, in each case after deducting underwriting discounts and commissions and estimated expenses payable by us. These estimates are based on an assumed initial public offering price of $ per share, which is the mid-point of the range on the cover of this prospectus.
	We intend to use the net proceeds of this offering as follows:

	·	$ to partly finance the construction of the 16 vessels in our VLGC Newbuilding Program; and

	·	$ for general corporate purposes and working capital.

	Please read "Use of Proceeds."
Dividend policy	We have not paid any dividends since our inception in July 2013, and do not expect to pay dividends in the near-term due to our expansion strategy. However, our longer-term objective is to pay dividends in order to enhance shareholder returns. The timing and amount of any dividend payments will depend on, among other things, earnings, capital expenditure commitments, market prospects, current capital expenditure programs, investment opportunities, the provisions of Marshall Islands law affecting the payment of distributions to shareholders, and the terms and restrictions of our loan agreement and other future credit facilities.
	Please see the section entitled "Dividend Policy."
NYSE listing	We will apply to have our common shares listed for trading on the New York Stock Exchange ("the NYSE") under the symbol "LPG."
Tax considerations	There is a risk that we will be treated as a "passive foreign investment company" for U.S. federal income tax purposes for our 2014 taxable year or our 2015 taxable year. See "Tax Considerations—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Status and Significant Tax Consequences." Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payment of any dividends paid by us to our shareholders. See "Tax Considerations."
Risk factors	Investment in our common shares involves a high degree of risk. You should carefully read and consider the information set forth under the heading "Risk Factors" and all other information set forth in this prospectus before investing in our common shares.

	As of September 30, 2013 (in U.S. dollars)

CASH	Actual			As Adjusted		As Further Adjusted

Cash and cash equivalents	$	61,423,091		$	305,099,190

CAPITALIZATION
Debt

Secured debt	$	133,524,500		$	132,246,000

Long-term and current debt	$	133,524,500		$	132,246,000

Shareholders' Equity
Preferred stock, par value $0.01 per share: 5,000,000 shares authorized, none issued and outstanding actual, as adjusted and as further adjusted	$	—		$	—
Common stock, par value $0.01 per share: 450,000,000 shares authorized; 93,221,621 shares issued and outstanding actual; 213,579,149 shares issued and outstanding as adjusted; shares issued and outstanding as further adjusted(2)		932,216			2,135,791
Additional paid-in capital		229,058,796			590,088,329
(Accumulated deficit)/Retained earnings		(1,425,761	)		461,233		—
Total Shareholders' Equity	$	228,565,251		$	592,685,353
Total Capitalization	$	362,089,751		$	724,931,353

	Norwegian OTC List
	High (NOK)		Low (NOK)		Average Daily Trading Volume
Third quarter 2013 (from July 30, 2013, the initial listing date, through September 30, 2013)		16.00		14.00		33,724
Fourth quarter 2013		23.00		15.00		122,447


Assumed initial public offering price per share		$
Net adjusted tangible book value per share		$
Decrease in net adjusted tangible book value per share attributable to new investors in this offering		$
Pro forma net adjusted tangible book value per share after giving effect to this offering		$
Dilution per share to new investors		$


	Pro Forma Shares Outstanding		Total Consideration		Average Price Per Share
	Number	Percentage	Amount	Percentage	Average Price Per Share
	(Expressed in millions of U.S. dollars, except percentages and per share data)
Existing investors
New investors

Total

	Page
Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheet as of September 30, 2013 (unaudited) July 1, 2013 (inception) (audited)	F-3

Consolidated Statement of Operations for the period July 1, 2013 (inception) to September 30, 2013 (unaudited)	F-4

Consolidated Statement of Shareholders' Equity for the period July 1, 2013 (inception) to September 30, 2013 (unaudited)	F-5

Consolidated Statement of Cash Flows for the period July 1, 2013 (inception) to September 30, 2013 (unaudited)	F-6

Notes to Consolidated Financial Statements	F-7

Assets	Notes		September 30, 2013			July 1, 2013

Current assets
Cash and cash equivalents				61,423,091
Restricted cash		11		66,544,573
Trade receivables, net and accrued revenue				895,358
Prepaid expenses and other receivables				113,479
Due from related parties		3		1,782,168
Inventories		5		1,671,049
Total current assets				132,429,718			-
Fixed assets
Vessels, net		7		198,493,371
Advances for vessels under construction		8		39,181,455
Total fixed assets				237,674,826			-
Other non-current assets
Deferred charges, net		9		2,071,767
Other assets		6		7,134,126
Inventory		5		1,219,717
Restricted cash		11		4,500,000
Total assets				385,030,154			-
Liabilities and equity current liabilities
Trade accounts payable				3,941,660
Accrued expenses		10		1,859,263
Due to related parties		3		266,303
Deferred income				554,111
Current portion of long-term debt		11		9,612,000
Derivative instruments		18		6,066,656
Total current liabilities				22,299,993			-
Long-term liabilities
Long-term debt - net of current portion		11		123,912,500
Derivative instruments		18		10,252,410
Total long-term liabilities				134,164,910			-
Total liabilities				156,464,903			-
Shareholders' equity
Preferred stock, $.01 par value, 50,000,000 shares authorized, none issued nor outstanding		12		-
Common stock, $.01 par value, 450,000,000 shares authorized, 93,221,621 and 100 shares issued and outstanding September30, 2013 and July 1, 2013 respectively		12		932,216			1
Additional paid-in-capital		12		229,058,796			99
Accumulated deficit				(1,425,761	)
Due from shareholder				-			(100	)
Total shareholders' equity				228,565,251			-
Total liabilities and shareholders' equity				385,030,154			-

	Number of common shares			Common stock			Additional paid-in capital			Accumulated deficit			Due from shareholder			Total

Issuance on inception		100			1			99			-			(100	)		-
Cancellation - July 29, 2013		(100	)		(1	)		(99	)		-			100			-
Issuance - July 29, 2013 (refer note 12)		93,221,621			932,216			229,058,796			-			-			229,991,012
Net loss for the period					-			-			(1,425,761	)		-			(1,425,761	)
Balance, September 30, 2013		93,221,621			932,216			229,058,796			(1,425,761	)		-			228,565,251

Cash flows from operating activities:
Net loss	(1,425,761	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,682,696
Amortization of financing costs	207,961
Unrealized gain on derivatives	(366,806	)
Unrealized exchange differences on cash and cash equivalents	(237,076	)
Changes in operating assets and liabilities
Trade receivables	(895,358	)
Prepaid expenses and other receivables	(113,479	)
Due from related parties	(1,782,168	)
Inventories	(523,551	)
Trade accounts payable	3,244,571
Accrued expenses and deferred income	1,882,779
Due to related parties	266,303
Payments for drydocking costs	(165,000	)
Net cash from operating activities	1,775,111
Cash flows from investing activities:
Payments for vessels under construction	(14,879,772	)
Net payments to acquire Predecessor Businesses	(13,732,896	)
Increase in restricted cash	(71,044,573	)
Net cash used in investing activities	(99,657,241	)
Cash flows from financing activities:
Repayment of long-term debt	(1,700,000	)
Financing costs paid	(1,464,402	)
Cash proceeds from common shares issuances	167,707,021
Payments relating to issuance costs	(5,474,474	)
Net cash from financing activities	159,068,145
Effects of exchange rates on cash and cash equivalents	237,076
Net increase in cash and cash equivalents	61,423,091
Cash and cash equivalents at the beginning of the period	-
Cash and cash equivalents at the end of the period	61,423,091

Supplemental disclosure of cash flow information
Cash paid during the period for interest	156,772
Non cash consideration of shares issued to acquire Predecessor businesses and acquisition of assets	68,330,177