The directors present the strategic report for the year ended 31 December 2025.

Shipserv operates from multiple offices globally, including the Philippines, Denmark, the United Kingdom, Singapore, and the USA and the business continues to grow its business with product development initiatives that deliver value to customers. The attached financial statements relate only to the UK entity, Shipserv Limited. The business continues to grow strongly with the value of transactions processed via the platform.

Whilst the annual budget is the main process for setting high level trading expectations for the year, there are several financial and operational KPls that are used to track performance. Key KPls tracked by Management and the Board are:

Total value of transactions traded on the platform - Gross Merchandisable Value (GMV) - (2025-$6.9 billion, 2024-$6.5 billion)

Revenue growth (2025-$20.4 million, 2024-$19.5 million)

Number of active vessels (2025-8,241 , 2024-8,251)

Number of paying suppliers (2025-1,857, 2024-1,975)

Underlying EBITDA (2025- $5.0 million, 2024- $5.5 million)

EBITDA is Operating profit adjusted for depreciation and amortisation.

The Company has established an overarching risk framework which regularly reviews the risk matrix and updates the senior management team and the board of directors.

The business is dependent upon the continued growth of International maritime trade. We continue to see strong year on year increases in the value of trade transacted via the Shipserv platform, however there is no guarantee that this growth will continue.

Whilst the Directors are aware of the risks to the business relating to general economic conditions and the maritime industry in particular, the business has shown itself to be resilient to short-term downturns and continues to grow both revenue and gross profit.

As a technology platform Shipserv does not have a direct risk of physical loss from disruption caused by events such as the wars currently being experienced in Iran, Gaza and Ukraine. As a global business, there is however the potential for Shipserv performance to be impacted by anything that causes a slowdown across the global maritime industry. Management continue to monitor trading levels and do not currently foresee any material risk to trading performance.

Being part of the Marcura Group creates cross-selling opportunities for both Shipserv and Marcura, with both businesses leveraging from the strong customer relationships that have been established over several years. Being part of a larger Group also provides the opportunity for Shipserv to consider future acquisitions more actively, where it makes sense to do so to accelerate the roll-out of new features and functionality to our customers.

The Company has experienced staff and regularly consult professional advisors to ensure full and up-to-date awareness and compliance with all applicable regulatory requirements. The Company is committed to being in full compliance with all applicable regulations.

Operational Risk

The Company relies on robust and tested systems, operational processes and IT infrastructure. To reduce the risks associated with systems errors, cybercrime or ineffective processes, the group has invested heavily and continues to invest in resources to minimise the associated risks.

Skilled staff, updated software and continuous training help the Company to maintain low levels of operational risk.

Macroeconomic Environment Risk

The Company is well placed to weather economic risks. The Company has a widespread global market and high customer retention. The volumes are driven by the international maritime trade which itself is highly resilient as observed even during the Covid outbreak. The revenue model is built to remain resilient amid macroeconomic fluctuations, leveraging our digital procurement and e-commerce solutions to deliver consistent value to maritime suppliers and buyers. This value-driven approach ensures strong customer retention and ongoing platform engagement, even during broader economic downturns.

Foreign Currency Risk

The Company undertakes certain transactions denominated in foreign currencies, which give rise to exposure to exchange rate fluctuations. This risk is mitigated by matching foreign currency assets and liabilities where possible. The Company does not consider any of these exposures to be of material significance to its operations.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company's maximum exposure to credit risk is equivalent to the carrying value of its financial assets as at 31 December 2025 and 2024.

A credit-related impairment is recognized if and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset that can be reliably estimated. Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of Shipserv Limited continued to be that of the provision of a procurement platform tailored to the maritime economy. Shipserv provides workflow automation that unlocks significant transaction efficiencies for both buyers and suppliers, supported by in-house marine procurement experts.

There are no ordinary dividends declared and paid during the year (2024: $7,394,182).

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

The Company maintains appropriate directors’ and officers’ liability insurance to provide cover for its directors and officers against potential claims arising from the performance of their duties.

In addition, the Company has made qualifying third-party indemnity provisions for the benefit of its directors, which were in force throughout the financial year and remain in place at the date of this report.

During the year, ShipServ continued to invest in research and development (R&D) activities to enhance its technology platform and digital solutions for the maritime procurement sector. R&D expenditure is recognized in accordance with applicable accounting standards. Where the criteria for capitalization are met, development costs have been capitalized; otherwise, they are expensed as incurred.

The Company’s R&D efforts are central to maintaining its position as a leading provider of e-commerce and digital procurement services to the global maritime industry. These activities focused on:

• Enhancing the functionality, scalability, and security of the ShipServ platform;

• Developing new features to improve user experience and efficiency for both suppliers and buyers;

• Expanding data-driven insights, automation tools, and integration capabilities to support smarter procurement decisions;

• Exploring the application of AI and machine learning to streamline sourcing and tendering processes.

Moore Kingston Smith LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, is deemed to be reappointed.

Shipserv Limited qualifies as a medium-sized Company under the Companies Act 2006 and does not meet the criteria to be classified as a “Large Company” for SECR purposes. As such, the Company is exempt from detailed energy and carbon reporting requirements under the Streamlined Energy and Carbon Reporting regulations.

The directors have considered events occurring after the reporting date and up to the date of approval of the financial statements. There have been no material post-balance sheet events that require adjustment to, or disclosure in, the financial statements.

The directors are responsible for preparing the strategic report 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 adopted International Accounting Standards. 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, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The Company has chosen, in accordance with the Companies Act 2006 s.414C(11) to set out in the Strategic Report information required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 Sch 7 to be contained in the Directors' Report. The matters covered are financial risk management and exposure and future developments.

In assessing whether the Company can continue as a going concern, management have assessed the liquidity needs of the Company over the going concern period until 31 December 2027. The Company has net assets of $9.9 million (2024: $5.6 million) and profits of $4.3 million (2024: $4.0 million). The Directors have prepared and reviewed forecasts and projections for the period up to 31 December 2027, taking account of reasonably possible changes in activity, show that the Company should be able to continue to operate within the level of its current facilities. The Directors conducted severe but plausible downside scenario testing and reverse stress testing and is not aware of any material uncertainties that would question its ability to continue as a going concern. The Directors have a reasonable expectation that the Company has, and will have, adequate resources to continue in operational existence over the going concern assessment period. Accordingly, the directors of the Company continue to adopt the going concern basis in preparing the Company's financial statements.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of ShipServ Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, 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 adopted International Accounting Standards.

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with UK adopted International Accounting Standards; 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 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 annual report other than the financial statements and our auditor's report thereon. The directors are 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.

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

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 Strategic Report or the Directors' Report.

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 directors' remuneration specified by law are not made; or

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

As explained more fully in the Directors' Responsibilities Statement, 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 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 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.

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.

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 adopted international accounting standards, 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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

ShipServ Limited is a private company limited by shares incorporated in England and Wales. The registered office is Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with United Kingdom adopted International Accounting Standards (ISAs) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in USD, which is the functional currency of the company. Monetary amounts 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.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

ShipServ Limited is a wholly owned subsidiary of Envoy Bidco Limited and the results of ShipServ Limited are included in the consolidated financial statements of Envoy Bidco Limited which are available from Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB.

The principal accounting policies adopted are set out below.

In assessing whether the Company can continue as a going concern, management have assessed the liquidity needs of the company over the going concern period until 31 December 2027. The Company has net assets of $9.9 million (2024: $5.6 million) and profits of $4.3 million (2024: $4.0 million). true

The Directors have prepared and reviewed forecasts and projections for the period up to 31 December 2027, which taking account of reasonably possible changes in activity, show that the Company should be able to continue to operate within the level of its current facilities. The Directors conducted severe but plausible downside scenario testing and reverse stress testing and are not aware of any material uncertainties that would question its ability to continue as a going concern.

The Directors have a reasonable expectation that the Company has, and will have, adequate resources to continue in operational existence over the going concern assessment period. Accordingly, the Directors of the Company continue to adopt the going concern basis in preparing the Company's financial statements.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The company recognises revenue when it transfers control of a product or service to a customer.

The standard presents a model for the recognition of revenue from contracts with customers, which consists of the following five steps:

1. Identify the contract with the customer.

2. Identify separate performance obligations in the contract.

3. Determine the transaction price.

4. Allocate the transaction price to separate performance obligations.

5. Recognise revenue when the entity satisfies a performance obligation.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The Company engages in the provision of an e-procurement platform for shipping companies. Revenue represents amounts receivable for i) term subscriptions, ii) advertising fees and iii) credits.

Term subscription income relates to the use of the Company's e-procurement platform, from a basic connection through to full integration. The Company recognises revenue over time because the customer simultaneously receives and consumes the benefits of the services as the Company provides the e-procurement platform and performs the agency service. Revenue from these arrangements is recognised based on the price and terms specified in the agreement, net of discounts.

All customers are entitled to a basic company profile on the ShipServ website free of charge. Income from advertising fee relates to enhanced profiles (premium profiles), banners and spotlight features. The Company recognises the revenue over time because the customer simultaneously receives and consumers the benefits of the enhanced advertising services. Revenue from these arrangements is recognised based on the price and terms specific in the agreement, net of discounts.

Credits can be pre-sold which allows customers to purchase credit to be used at a later date at a discount or customers can purchase pay-per-use credits. For both, revenue is recognised when used at a point in time.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Research and development costs are capitalised as intangible assets where there is an expectation that future economic benefits are expected to be generated from these expenses and where the costs meet the criteria set out in IAS 32.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, on a straight-line basis, over the following terms:

Development costs             20% on cost

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, on a straight-line basis, over the following terms:

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 recognised in the income statement.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting end date, the company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less, and are shown net of bank overdrafts where the company has the right of offset.

All recognised financial assets are required to be measured at amortised cost or fair value on the basis of the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the assets.

Amounts receivable which comprise trade and other receivables are carried at amortised cost less impairments.

A loss allowance is recognised on initial recognition of financial assets held at amortised cost, based on expected credit losses, and is remeasured annually with changes appearing in profit or loss. For assets with a maturity of 12 months or less, including trade receivables, the 12-month expected credit loss allowance is equal to the lifetime expected credit loss allowance.

Financial Assets at amortised cost (debt instruments)

Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified, or impaired.

Contract assets

A contract asset is initially recognised for revenue earned from Term subscription services and Advertising fee. Upon completion of the services, the amount recognised as contract assets is reclassified to trade receivables.

Amounts payable which comprise trade and other payables are carried at amortised cost.

All the Intra-group liabilities are carried at amortised cost.

Contract liabilities

A contract liability is recognised if a payment is received from a customer before the Company transfers the related services. Contract liabilities are recognised as revenue when the Company performs under the contract (i.e transfers control of the related services to the customer).

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

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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 income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 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.

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 inventories or non-current 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.

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

Transactions in foreign currencies are translated to the company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

The company defines exceptional items as those items which, by their size or nature, are separately disclosed in order to give a full understanding of the company's financial performance and aid comparability of the company's results between periods.

Fair value measurement

IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.

The company has applied the following amendments for the first time for the financial period commencing 1 January 2025. The amendments listed below did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted):

The directors do not expect adoption of these standards to have a material impact on the financial statements and will adopt each standard as and when they become effective. The issue of IFRS 18 will have a presentational impact on the Income Statement, but no impact on total comprehensive income.

In the application of the company’s accounting policies, the directors are 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

The company has substantial prior period taxable losses brought forward of $19.6m. The company reviews its historic performance and future forecasts to consider the ability to realise a deferred tax asset in respect of these assets. Following the restructuring and sale of the company in previous financial periods, no further significant exceptional costs are expected to be incurred and trading forecasts indicate that there will be future taxable profits against which the deferred tax asset can be offset hence the directors have made the decision to recognise the deferred tax asset.

The measurement of expected credit losses (“ECL”) on the Company’s financial assets requires significant judgement. ECL represents the probability‑weighted estimate of credit losses over the life of a financial instrument and incorporates management’s assessment of a range of possible future economic scenarios. In determining the allowance for ECL, management evaluates historical loss experience, observable external indicators, and forward‑looking macroeconomic information.

For trade receivables, the Company applies the simplified approach and recognises lifetime ECL. This involves estimating shortfalls in contractual cash flows, considering both the probability of default and the expected recovery rates across the life of each receivable. Management assesses receivables individually where credit risk characteristics are unique and uses ageing profiles and customer‑specific risk factors to adjust the ECL calculation. Judgement is required when determining whether there has been a significant increase in credit risk, especially in markets subject to heightened economic uncertainty or exposure to differing credit environments.

Other services relate to the preparation of the company's financial statements.

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

Their aggregate remuneration comprised:

The charge for the year can be reconciled to the profit per the income statement as follows:

The company has estimated losses of $19.6million (2024: $19.6million) available for carry forward against future trading profits. A deferred tax asset of $4.9m has been recognised in respect of these losses as there is reasonable certainty these will be utilised in the foreseeable future.

The company also recognised a deferred tax asset of $39,006 (2024: $27,030) in relation to fixed assets and short-term timing differences.

A deferred tax asset of $2,977 (2024: $2,893) in relation to capital losses has not been recognised given no capital disposals are currently anticipated in the foreseeable future against which these could be utilised.

Details of the company's subsidiaries at 31 December 2025 are as follows:

Cash deposits and financial transactions give rise to credit risk in the event that counter parties fail to perform under the contract. The Company regularly monitors the credit ratings of its counter parties and controls the amount of credit risk by adhering to limits set by the board. At 31 December 2025 there are no counterparties which represent more than 5% of trade receivables. As a consequence of these controls, the probability of material loss is considered to be at an acceptable level.

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the company's maximum exposure to credit risk.

The company does not hold any collateral or other credit enhancements to cover this credit risk.

Included within amounts owed by subsidiary undertakings, at the year end, is a balance of $3,203,430 (2024: $3,181,903) which was outstanding with one of the company's subsidiaries. This has been fully provided for in the current year (2024: an over-provision of $3,206,996).

The directors consider that the carrying amount of trade and other receivables approximates to fair value. Please see below:

No significant trade receivable balances are impaired at the reporting end date.

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.

Responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company's funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Company is exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

Cash flow interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.

Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to currency risk since it carries out international operations and owns subsidiaries in Denmark, Singapore, Philippines and U.S.A. which all operate using multiple currencies.

The carrying amounts of the company's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

As at 31 December 2025, had the exchange rate between the U.S. Dollar and the Euro or Pound Sterling increased or decreased by 5% with all other variables held constant, the impact of the decrease or increase in equity would be would be minimal for the Company.

The carrying amounts of financial instruments which expose the company to cash flow interest rate risk are as follows:

As at 31 December 2025, should yields have increased/decreased by 100 basis points with all other variables remaining constant, the impact on the decrease or increase respectively in net equity of the Company would be minimal.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

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.

The components of the company's equity can be described as follows:

• Share capital - The amount for the nominal value of share issued.

• Share premium reserve - The amount subscribed for share capital in excess of nominal value, after deducting issue costs.

• Retained earnings - The retained earnings reserve contains the net gains and losses recognised on the statement of comprehensive income.

The company is not subject to any externally imposed capital requirements.

During the year the company entered into the following transactions with related parties:

The company has assessed its related party relationships in accordance with IAS 24 and concluded that no key management personnel compensation disclosure is required under paragraph 17, as the entity does not have individuals who meet the definition of key management personnel, or such compensation is not material to the financial statements.

The Company receives centralised support, administrative and management services from its wholly‑owned subsidiaries, Costs incurred on behalf of the Company are recharged on a cost‑plus basis in accordance with the Group’s transfer‑pricing policy.

The Company has been charged $2,694,114 (2024: 2,860,467) for data and network charges, management and shared service recharges and rent expenses incurred on behalf of the company.

All customer invoicing and the associated revenue was recorded in the books of ShipServ Limited. All subsidiaries operate as administrative centres for the year, recharging their costs to ShipServ Limited at cost plus 5%. The total value of these costs recharged to the Company was $7,193,454 (2024: $5,964,279).

The following amounts were outstanding at the reporting end date:

Other related parties are fellow group undertakings.

All amounts are unsecured, interest-free and payable on demand.

The following amounts were outstanding at the reporting end date:

Other related parties are fellow group undertakings.

All amounts are unsecured, interest-free and payable on demand.

The immediate parent company is Envoy Bidco Limited, a company incorporated in England and Wales. The ultimate parent entity is Phides Holding Limited, a company incorporated in UAE.

The smallest entity preparing consolidated accounts is Envoy Bidco Limited. These accounts are available from Suite 1, 7th floor, 50 Broadway, London, SW1H 0DB.

The largest entity preparing consolidated accounts is Phides Holding Limited. These accounts are available from Suite 63A, 15/F Gate Building Dubai International Financial Centre.

The ultimate controlling party is Christian Siemers Haunso by virtue of his 100% holding in Phides Holding Limited.