REGISTERED NUMBER: 12125319 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

VELA SOFTWARE LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

Directors:

M Thompson

J T O'Hagan

Registered office:

6th Floor, Eagle Tower

Montpellier Drive

Cheltenham

GL50 1TA

Registered number:

12125319 (England and Wales)

Senior statutory auditor:

Antony Sassen

Independent auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Principal activity

The principal activity of the company in the year under review was that of business and domestic software development.

Dividends

No dividends will be distributed for the year ended 31 December 2024.

Directors

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

M Thompson

J T O'Hagan

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

On behalf of the board:

J T O'Hagan - Director

29 September 2025

Opinion

We have audited the financial statements of Vela Software Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation.

We understand that the company complies with the framework through outsourcing payroll, accounts preparation and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company's ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company:

- The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements;

- UK taxation law.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement including how fraud might occur. The areas identified in this discussion were:

- Manipulation of financial statements, especially revenue and investments, via fraudulent journal entries.

These areas were communicated to the other members of the engagement team not present at the discussion.

The procedures we carried out to gain evidence in the above areas included:

- Substantive work on material areas affecting profits;

- Revenue recognition, we have tested a sample of sales contracts in the year, ensuring they have led to sales in the financial statements as well as increasing the risk when testing trade debtors which have been agreed to cash after date;

- We have evaluated management's assessment of the investment valuation and reviewed supporting evidence; and

- Testing journal entries, focusing particularly on postings to unexpected or unusual accounts and those posted at unusual times.

Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Antony Sassen (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

29 September 2025

Turnover

3

3,462,149

3,223,420

Cost of sales

(2,413,018

)

(2,370,396

)

Gross profit

1,049,131

853,024

Administrative expenses

(351,574

)

(255,567

)

Operating profit

697,557

597,457

Income from shares in group undertakings

-

109,179

Interest receivable and similar income

10,823

-

708,380

706,636

Amounts written off investments

5

-

(99,550

)

708,380

607,086

Interest payable and similar expenses

6

(158

)

(25

)

Profit before taxation

7

708,222

607,061

Tax on profit

8

(182,014

)

(288,386

)

Profit for the financial year

526,208

318,675

Other comprehensive income

-

-

Total comprehensive income for the year

526,208

318,675

Fixed assets

Owned

Intangible assets

9

189,611

210,160

Tangible assets

10

1,301

6,501

Right-of-use

Tangible assets

10

-

-

Investments

11

7,724,841

7,724,841

7,915,753

7,941,502

Current assets

Debtors

12

8,880,889

5,879,500

Cash at bank

56,660

207,530

8,937,549

6,087,030

Creditors

Amounts falling due within one year

13

11,495,603

9,197,041

Net current liabilities

(2,558,054

)

(3,110,011

)

Total assets less current liabilities

5,357,699

4,831,491

Capital and reserves

Called up share capital

14

1

1

Capital contribution reserve

15

4,334,719

4,334,719

Retained earnings

15

1,022,979

496,771

Shareholders' funds

5,357,699

4,831,491

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

J T O'Hagan - Director

Called up

Capital

share

Retained

contribution

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

1

178,096

4,271,719

4,449,816

Changes in equity

Total comprehensive income

-

318,675

-

318,675

Capital contribution

-

-

63,000

63,000

Balance at 31 December 2023

1

496,771

4,334,719

4,831,491

Changes in equity

Total comprehensive income

-

526,208

-

526,208

Balance at 31 December 2024

1

1,022,979

4,334,719

5,357,699

1.	Statutory information

Vela Software Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment; and

-

paragraph 118(e) of IAS 38 Intangible Assets;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Going concern

As at year end the company has net current liabilities. The company is dependent, in absence of other funding, on the continued financial support from its ultimate parent company. The ultimate parent company has confirmed its commitment to provide necessary support by providing adequate facilities.

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

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amount of assets, liabilities, income and expenses. Actual results may differ from the estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered to be reasonable based on the circumstances. The actual amount of values may vary in certain instances from the assumptions and estimates made. Changes will be recorded with the corresponding effect in the Statement of Comprehensive Income when and if better information is obtained.

The most significant areas of the financial statements where the above apply are in relation to intangible assets and investments.

Management exercises significant judgement in determining the useful economic lives of intangible assets and in assessing whether indicators of impairment exist. The useful lives are based on management's expectations of the period over which the assets generate economic benefits. In addition, management assesses intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. This requires judgements in estimating future cash flows, growth rates and discount rates used in value-in-use calculations.

The company holds investments which is carried at cost less any impairment. Management have assessed whether there are indicators of impairment. In making these assessments, management exercised significant judgement in evaluating the financial performance and future cash flow projections. Based upon this assessment, no impairment has been recognised.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefit will flow to the company and the revenue can be easily measured. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes once the service has been rendered.

The company provides software to customers under a commercial agreement that includes a variable pricing structure. Under the terms of the agreement the customer pays monthly fee based upon the higher of a minimum monthly fee or a percentage of revenue share.

Goodwill and intangible assets

Goodwill and intangible assets are initially measured at cost. Goodwill is assessed for impairment on an annual basis. For other intangible assets after initial recognition they are measured at cost less any accumulated amortisation over their useful economic lives of between 40 and 52 months, and also after any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Fixtures and fittings

-

20% straight line

Computer equipment

-

33% straight line

Financial instruments

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

Creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business. They are initially recognised at fair value, and subsequently measured at amortised cost using the effective interest method.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

3.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company.

4.	Employees and directors

2024

2023

£

£

Wages and salaries

1,771,362

1,633,910

Social security costs

198,078

175,801

Other pension costs

65,505

37,761

2,034,945

1,847,472

The average number of employees during the year was as follows:

2024

2023

Administration

23

26

2024

2023

£

£

Directors' remuneration

-

-

5.

Amounts written off investments

2024

2023

£

£

Amounts written off

investments

-

99,550

6.

Interest payable and similar expenses

2024

2023

£

£

Bank interest

158

25

7.	Profit before taxation

The profit before taxation is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

2,378

2,039

Depreciation - assets on hire purchase contracts or finance leases

-

19,920

Loss on disposal of fixed assets

2,652

-

Intellectual property amortisation

20,275

538,934

Computer software amortisation

274

1,287

Auditors' remuneration

17,500

25,000

Audit-related assurance services

2,000

2,000

Taxation compliance services

1,750

1,750

Foreign exchange differences

100,990

(406,179

)

Bad debt recovery

-

(145,445

)

8.

Taxation

Analysis of tax expense

2024

2023

£

£

Current tax:

Corporation tax

158,957

119,023

(Over)/under provision PY

-

160,554

Total current tax

158,957

279,577

Deferred tax

23,057

8,809

Total tax expense in statement of comprehensive income

182,014

288,386

Factors affecting the tax expense

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before income tax

708,222

607,061

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

177,056

142,659

Effects of:

Expenses not deductible for tax purposes

2,892

23,498

Capital allowances in excess of depreciation and amortisation

(17,353

)

(21,477

)

Income not taxable for tax purposes

(3,638

)

(25,657

)

Deferred tax movements

23,057

8,809

Group tax charges for losses previously utilised

-

160,554

Tax expense

182,014

288,386

9.	Intangible fixed assets

Customer

Intellectual

relationship

Computer

Goodwill

property

asset

software

Totals

£

£

£

£

£

Cost

At 1 January 2024

and 31 December 2024

122,000

2,439,259

1,300,000

2,458

3,863,717

Amortisation

At 1 January 2024

-

2,351,401

1,300,000

2,156

3,653,557

Amortisation for year

-

20,275

-

274

20,549

At 31 December 2024

-

2,371,676

1,300,000

2,430

3,674,106

Net book value

At 31 December 2024

122,000

67,583

-

28

189,611

At 31 December 2023

122,000

87,858

-

302

210,160

10.	Tangible fixed assets

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

Cost

At 1 January 2024

11,888

19,396

31,284

Disposals

(11,888

)

(5,979

)

(17,867

)

At 31 December 2024

-

13,417

13,417

Depreciation

At 1 January 2024

10,859

13,924

24,783

Charge for year

1,026

1,352

2,378

Eliminated on disposal

(11,885

)

(3,160

)

(15,045

)

At 31 December 2024

-

12,116

12,116

Net book value

At 31 December 2024

-

1,301

1,301

At 31 December 2023

1,029

5,472

6,501

11.	Investments

Shares in

group

undertakings

£

Cost

At 1 January 2024

7,824,391

Disposals

(99,550

)

At 31 December 2024

7,724,841

Provisions

At 1 January 2024

99,550

Eliminated on disposal

(99,550

)

At 31 December 2024

-

Net book value

At 31 December 2024

7,724,841

At 31 December 2023

7,724,841

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Crescentone Software Limited

Registered office: 960 Capability Green, Luton, Bedfordshire, LU1 3PE

Nature of business: Digital marketplace

%

Class of shares:

holding

Ordinary

100.00

Deferred

100.00

Realis Simulation Ltd

Registered office: Shoreham Technical Centre, Old Shoreham Rd, Shoreham-By-Sea, West Sussex, United Kingdom, BN43 5FG

Nature of business: Software development

%

Class of shares:

holding

Ordinary

100.00

12.

Debtors

2024

2023

£

£

Amounts falling due within one year:

Trade debtors

193,358

219,705

Amounts owed by group undertakings

8,448,855

5,178,080

Tax

-

208,555

Prepayments and accrued income

36,801

48,256

8,679,014

5,654,596

Amounts falling due after more than one year:

Other debtors

2,478

2,400

Deferred tax

199,397

222,504

201,875

224,904

Aggregate amounts

8,880,889

5,879,500

13.

Creditors: amounts falling due within one year

2024

2023

£

£

Trade creditors

17,811

13,156

Amounts owed to group undertakings

11,181,353

8,893,248

Corporation tax

47,825

-

VAT

71,934

91,558

Other creditors

57,596

103,158

Accruals and deferred income

119,084

95,921

11,495,603

9,197,041

14.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary

£1

1

1