Veson Nautical Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 08424141 (England and Wales)
Veson Nautical Limited
Company Information
Director
J Veson
Company number
08424141
Registered office
Level 12, Arbor (Building 3)
Bankside Yards - West
255 Blackfriars Road
London
United Kingdom
SE1 9AX
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Veson Nautical Limited
Contents
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 23
Veson Nautical Limited
Strategic Report
For the year ended 31 December 2024
Page 1

The director presents the strategic report for the year ended 31 December 2024.

Veson Nautical Limited continues to be a global market leader in developing, implementing, and supporting solutions that propel maritime commerce. Our commitment to digital transformation, continual innovation, and client success remains at the core of our business strategy. As a trusted partner, Veson empowers clients to navigate new possibilities in an increasingly digital age.

Fair review of the business

The principal activity of the company remains the provision of software products, consulting, and technical support on behalf of Veson Nautical LLC. In 2024, Veson Nautical Limited built on the momentum of the previous year, focusing on expanding its customer base and enhancing its commercial platform.

While the prior year saw a reduction in turnover and profitability due to one-off exceptional items, 2024 was marked by a return to steady growth. Revenues from third-party customers continued to increase, supported by strong performance in new customer acquisition and retention. The company’s balance sheet position further improved, with net assets rising above the previous year’s level, demonstrating Veson's resilience and capacity for sustainable growth.

Key performance indicators

The company monitors a range of financial and non-financial key performance indicators (KPIs) to assess its performance and position. The main areas of focus include:

• Return on Capital Employed: 2024 32% (2023: 25%) - Increased by 28%

• Customer Metrics: Growth in new customers and reduction in churn, with monthly recurring revenue increasing across service lines.

Other performance indicators

The main non-financial KPIs monitored by the Director relate to the movement of our customer base as follows:

- Number of new and churned customers by month

- Monthly recurring revenue by customer and service line

Principal risks and uncertainties

The principal risks and uncertainties facing Veson Nautical Limited remain closely linked to the performance of its parent company, Veson Nautical LLC. The group’s strong performance continues to mitigate significant risks to both the parent and its subsidiaries.

Interest rate risk

Interest rate risk refers to the potential for the company’s financial instrument values to change due to shifts in market interest rates. The company's income/expenditure and operating cash flows are largely unaffected by these changes, as it does not hold significant amounts of debt at variable interest rates. The only debt held by the company are amounts owed to other group entities.

Currency Risk

Veson continues to transact in USD, EUR, and GBP, managing exposure through spot rate purchases and currency flow matching. Ongoing monitoring and hedging strategies are in place to mitigate potential losses.

Liquidity Risk

The company maintains sufficient cash reserves and committed credit facilities, ensuring the ability to meet all financial obligations as they fall due.

Veson Nautical Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2
Future developments

Veson Nautical Limited remains committed to continuous investment in its platform, with a focus on integrating cutting-edge innovations and expanding capabilities. In 2024, the group accelerated research and development efforts, introduced new features, and optimized operational performance. These initiatives are designed to strengthen market share, drive customer growth, and reinforce Veson's position as an industry leader.

Collaboration across all segments of the group has intensified, with a shared goal of delivering unparalleled service and reliability. The company’s strategy for 2024 and beyond is to not only keep pace with industry advancements but to actively shape the future of maritime technology and digital transformation.

On behalf of the board

J Veson
Director
9 October 2025
Veson Nautical Limited
Director's Report
For the year ended 31 December 2024
Page 3

The director presents his annual report and financial statements for the year ended 31 December 2024.

Principal activities

The company's principal activity continued to be the sale of Veson Nautical LLC's software products and provide consulting and technical support on behalf of Veson Nautical LLC.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

J Veson
Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
J Veson
Director
9 October 2025
Veson Nautical Limited
Director's Responsibilities Statement
For the year ended 31 December 2024
Page 4

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The director is 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. He is 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.

Veson Nautical Limited
Independent Auditor's Report
To the Members of Veson Nautical Limited
Page 5
Opinion

We have audited the financial statements of Veson Nautical Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (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 Auditor's 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 director's 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 director 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 annual report, other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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.

Veson Nautical Limited
Independent Auditor's Report (Continued)
To the Members of Veson Nautical Limited
Page 6

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the Strategic Report and the Director's R eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Strategic Report and the Director's Report have 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 identifie d material misstatements in the Strategic Report or the Director's R eport.

We have nothing to report in respect of the following matters in relation to which 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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Director's R esponsibilities S tatement, the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Veson Nautical Limited
Independent Auditor's Report (Continued)
To the Members of Veson Nautical Limited
Page 7
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Veson Nautical Limited
Independent Auditor's Report (Continued)
To the Members of Veson Nautical Limited
Page 8

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 an auditor's report 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.

Jamie Sherman
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
10 October 2025
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Veson Nautical Limited
Statement of Comprehensive Income
For the year ended 31 December 2024
Page 9
2024
2023
Notes
£
£
Turnover
3
12,740,335
7,978,801
Administrative expenses
(12,036,502)
(7,631,717)
Profit before taxation
703,833
347,084
Tax on profit
7
(233,712)
(90,402)
Profit for the financial year
470,121
256,682

The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

Veson Nautical Limited
Balance Sheet
As at 31 December 2024
Page 10
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
8
2,420,957
18,255
Current assets
Debtors
9
7,619,932
6,059,583
Cash at bank and in hand
308,540
433,968
7,928,472
6,493,551
Creditors: amounts falling due within one year
10
(7,710,735)
(4,710,580)
Net current assets
217,737
1,782,971
Total assets less current liabilities
2,638,694
1,801,226
Provisions for liabilities
Provisions
12
-
0
(70,167)
Deferred tax liability
13
(442,078)
(4,564)
(442,078)
(74,731)
Net assets
2,196,616
1,726,495
Capital and reserves
Called up share capital
15
100
100
Profit and loss reserves
2,196,516
1,726,395
Total equity
2,196,616
1,726,495
The financial statements were approved and signed by the director and authorised for issue on 9 October 2025
J Veson
Director
Company Registration No. 08424141
Veson Nautical Limited
Statement of Changes in Equity
For the year ended 31 December 2024
Page 11
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
1,469,713
1,469,813
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
256,682
256,682
Balance at 31 December 2023
100
1,726,395
1,726,495
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
470,121
470,121
Balance at 31 December 2024
100
2,196,516
2,196,616
Veson Nautical Limited
Statement of Cash Flows
For the year ended 31 December 2024
Page 12
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
19
2,439,071
(58,240)
Income taxes paid
(108,710)
(90,402)
Net cash inflow/(outflow) from operating activities
2,330,361
(148,642)
Investing activities
Purchase of tangible fixed assets
(2,455,789)
-
0
Net cash used in investing activities
(2,455,789)
-
Net decrease in cash and cash equivalents
(125,428)
(148,642)
Cash and cash equivalents at beginning of year
433,968
582,610
Cash and cash equivalents at end of year
308,540
433,968
Veson Nautical Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 13
1
Accounting policies
Company information

Veson Nautical Limited is a private company limited by shares incorporated in England and Wales. The registered office is Level 12, Arbor (Building 3), Bankside Yards - West, 255 Blackfriars Road, London, United Kingdom, SE1 9AX.

1.1
Accounting convention

These financial statements have been prepared in accordance with Section 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The company true made a profit of £470,121 (202 3: £256,682) and has net current assets at the balance sheet date of £217,737 (2023: £1,782,971) and total net assets amounting to £2,196,616 (2023: £1,726,495), which included £357,389 (2023: £nil) due from group undertakings. The company is dependant on the parent company, Veson Nautical LLC for a significant part of its income and as such the company's cash flow is intrinsically linked with those of the group. Consequently, the company meets its day to day needs for working capital by way of funds provided by companies within the group. In addition, the parent company has agreed to provide sufficient funds to the company to enable it to continue operating and to meets its liabilities as they fall due for at lease one year from the date of approval of the financial statements.

The directors believe that it is therefore appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from a withdrawal of support from the parent company undertaking.

1.3
Turnover

Turnover includes sales from software licenses; software-as-a-service (“SaaS”) arrangements, software maintenance services and professional services

SaaS arrangements, which allow customers to use hosted software over the contract period without taking possession of the software, are provided on a subscription basis. Revenue related to the services provided on a subscription basis is recognised over the contract period.

Software maintenance services are offered with the on-premise licenses. Revenue from software maintenance services is recognized over the period in which the services are delivered

Professional services represent services such as training and installation; and can be either a time and materials or fixed fee contract. Time and materials contracts are based on the number of hours consumed by the customer. Revenue related to these contracts will be recognised based on hours expended and applicable rate per hour. Fixed price contracts are based on an estimated number of hours required to complete the services. Revenue from these contracts will be recognized as hours are expended

Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 14
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings, leasehold
Over the term of the lease
Fixtures, fittings & equipment
20% straight line
Computer equipment
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Items costing less than $2,500 are written off as an expense when occurred.

1.5
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.6
Financial instruments

Basic f inancial i nstruments are measured at amortised cost. Veson Nautical Limited has no other financial instruments or basic financial instruments measured at fair value.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 15
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 16
1.9
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

Amounts due from lessees under finance leases are recognised as receivables at the amount of the company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the company’s net investment outstanding in respect of leases.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.

Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 17
1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Significant accounting judgements and estimates include the depreciation rates used, consideration of bad deb provisions and revenue recognition on consultancy projects.

3
Turnover

An analysis of the company's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Revenue from parent
5,621,681
1,632,733
SaaS Services
4,920,937
4,393,065
Professional services
1,416,930
1,774,580
Other
780,787
178,423
12,740,335
7,978,801
2024
2023
£
£
Turnover analysed by geographical market
UK and Europe
7,118,654
6,346,069
Rest of world
5,621,681
1,632,732
12,740,335
7,978,801
Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 18
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
69,841
193,337
Fees payable to the company's auditor for the audit of the company's financial statements
30,000
21,000
Depreciation of owned tangible fixed assets
53,087
57,396
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Sales
24
10
Operations
12
10
Support
47
36
Total
83
56

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
8,336,305
5,381,984
Social security costs
939,182
673,277
Pension costs
279,889
194,676
9,555,376
6,249,937
6
Director's remuneration

No remuneration was paid to the director.

7
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
98,286
Adjustments in respect of prior periods
10,424
4,815
Group tax relief
(214,226)
-
0
Total current tax
(203,802)
103,101
Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
7
Taxation
2024
2023
£
£
(Continued)
Page 19
Deferred tax
Origination and reversal of timing differences
437,514
(12,699)
Total tax charge
233,712
90,402

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
703,833
347,084
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
175,958
81,565
Tax effect of expenses that are not deductible in determining taxable profit
47,330
3,233
Change in unrecognised deferred tax assets
-
0
(12,699)
Adjustments in respect of prior years
10,424
4,815
Depreciation on assets not qualifying for tax allowances
-
0
13,488
Taxation charge for the year
233,712
90,402
Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 20
8
Tangible fixed assets
Land and Buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2024
142,078
219,421
361,499
Additions
1,868,686
587,103
2,455,789
At 31 December 2024
2,010,764
806,524
2,817,288
Depreciation and impairment
At 1 January 2024
142,078
201,166
343,244
Depreciation charged in the year
20,542
32,545
53,087
At 31 December 2024
162,620
233,711
396,331
Carrying amount
At 31 December 2024
1,848,144
572,813
2,420,957
At 31 December 2023
-
0
18,255
18,255
9
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
5,440,955
5,441,209
Amounts owed by group undertakings
357,389
-
0
Amounts owed by group undertakings - corporation tax losses surrendered
214,226
Other debtors
1,285,497
211,045
Prepayments and accrued income
321,865
407,329
7,619,932
6,059,583
Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 21
10
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Trade creditors
830,933
28,753
Amounts owed to group undertakings
-
0
741,056
Corporation tax
-
0
98,286
Other taxation and social security
1,146,306
690,005
Deferred income
11
4,526,436
2,653,329
Other creditors
412,803
7,096
Accruals and deferred income
794,257
492,055
7,710,735
4,710,580
11
Deferred income
2024
2023
£
£
Other deferred income
4,526,436
2,653,329
12
Provisions for liabilities
2024
2023
£
£
Dilapidations provision
-
70,167
13
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
442,078
4,564
2024
Movements in the year:
£
Liability at 1 January 2024
4,564
Charge to profit or loss
437,514
Liability at 31 December 2024
442,078
Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
13
Deferred taxation
(Continued)
Page 22

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

14
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
279,889
194,676

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. As at 31 December 2024 unpaid pension contributions were £22,690 (2023: £13,404).

15
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
100 ordinary shares of £1 each
100
100
100
100
16
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
660,335
222,821
Between two and five years
3,650,850
378,490
In over five years
5,577,825
-
9,889,010
601,311
17
Related party transactions

During the year the company recognised income of £5,621,681 (2023: £1,340,078 ) from Veson Nautical LLC, the parent company, for the provision of consulting services and technical support.

As at the year end the company was owed £357,389 (2023: £nil) from Veson Nautical LLC in respect of the above services.

As at year end the company was owed £214,226 from Seasure Shipping Limited a group company, for corporation tax losses surrendered.

Veson Nautical Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 23
18
Ultimate controlling party

The parent company is Veson Nautical LLC, a Delaware corporation registered in the United States of America, by way of 100% ownership of the share capital of Veson Nautical Limited.

19
Cash generated from/(absorbed by) operations
2024
2023
£
£
Profit for the year after tax
470,121
256,682
Adjustments for:
Taxation charged
233,712
90,402
Depreciation and impairment of tangible fixed assets
53,087
57,396
Decrease in provisions
(70,167)
(12,699)
Movements in working capital:
Increase in debtors
(1,346,123)
(3,388,674)
Increase in creditors
1,225,334
1,094,340
Increase in deferred income
1,873,107
1,844,313
Cash generated from/(absorbed by) operations
2,439,071
(58,240)
20
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
433,968
(125,428)
308,540
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