Company registration number 13355220 (England and Wales)
NAVIAM ACQUISITION CORP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
NAVIAM ACQUISITION CORP LTD
COMPANY INFORMATION
Directors
Henrik Claes Anders Fridlund
Oliver Julian Garthwaite
George Gerard Lightfoot
Michael Francis McDonald
Clayton Erich Sachs
Webb Stevens
Kurt Leedy
(Appointed 1 April 2025)
Company number
13355220
Registered office
2c Clifford Court
Cooper Way
Parkhouse
Carlisle
Cumbria
CA3 0JG
Auditors
BDO LLP
2 Atlantic Square
31 York Street
Glasgow
G2 8NJ
NAVIAM ACQUISITION CORP LTD
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Independent auditor's report
8 - 11
Group statement of comprehensive income
12
Group balance sheet
13 - 14
Company balance sheet
15 - 16
Group statement of changes in equity
17
Company statement of changes in equity
18
Group statement of cash flows
19
Notes to the financial statements
20 - 49
NAVIAM ACQUISITION CORP LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 1 -

The directors present the strategic report for the year ended 30 June 2025.

Business review

The Company acts as the ultimate parent company of an international group providing Enterprise Asset Management (“EAM”) software solutions and associated professional services. The Company delivers software and services to a broad range of enterprise customers through its subsidiaries around the globe (together, the "Group").

During the year, the Group continued its strategy of selective acquisition and integration of complementary businesses, strengthening its product and service offering through a combination of SaaS-based EAM solutions and its own proprietary software. Integration of acquired businesses remained a key management priority throughout the year.

Focus areas included harmonisation of operational processes, implementation of common systems and controls, alignment of commercial practices and the development of shared service capabilities. The Board believes these activities will support future operating efficiencies while providing customers with a more consistent global service offering.

Revenue growth was driven by both organic expansion and the contribution of acquired businesses. The Group continues to increase the proportion of recurring revenue, primarily through subscription-based and managed service contracts, which enhances revenue visibility and stability.

The Group continues to serve a diversified customer base across asset-intensive industries including utilities, transportation, manufacturing, energy and the public sector. The breadth of the customer portfolio reduces reliance on any individual customer or sector and supports resilient long-term demand.

Ongoing investment in product development and cloud infrastructure reflects the Group’s strategy to enhance its proprietary software offering and support long-term scalability. This investment has moderated short-term margin expansion but is expected to support future operational efficiencies and profitability.

In monitoring the performance of the Group, the Board regularly reviews a range of financial and operational key performance indicators, including:

- recurring annualised revenue;

- total revenue growth;

- adjusted EBITDA;

- operating cash flow;

- software gross margin;

- professional services utilisation;

- customer retention and renewal rates; and

- sales pipeline conversion

During the year, the Board's principal areas of focus included the successful integration of acquired businesses, continued investment in proprietary software and product development, oversight of the Group's financing arrangements and liquidity, enhancement of governance and internal control frameworks, and supporting the continued development of a more integrated and scalable international operating model.

NAVIAM ACQUISITION CORP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 2 -

Business Environment

The Directors remain confident in the Group's long-term prospects. Demand for digital asset management solutions continues to be resilient, supported by increasing investment in infrastructure, digital transformation and operational efficiency across asset-intensive industries in many of the Group's target markets.

The Board expects continued growth in recurring software revenues together with further operational benefits from the integration of acquired businesses. While macroeconomic uncertainty and geopolitical developments may continue to influence customer purchasing decisions, the Directors believe the Group is well positioned to capitalise on opportunities within its core markets.

The Group maintains strategic relationships with key technology partners, including IBM, which remain an important component of its delivery capability and go-to-market model. The Group continues to adapt to evolving partner programmes and licensing frameworks within this ecosystem. Competitive dynamics remain strong, with differentiation increasingly driven by cloud capability, integration depth, and sector-specific functionality.

Strategy

The Group’s strategy is to deliver scalable, cloud-enabled EAM solutions supported by a combination of proprietary software offerings and established third-party platforms.

Key strategic priorities are:

- increasing the proportion of recurring and subscription-based revenue

- expanding proprietary software capabilities through targeted development and acquisition

- maintaining strong strategic partnerships with key technology providers

- improving operational efficiency through standardised delivery and integration across subsidiaries

- supporting flexible commercial and licensing models aligned to customer requirements

The Board continues to allocate capital in a disciplined manner, balancing investment in organic product development with selective acquisition opportunities, while maintaining an appropriate capital structure and liquidity position. The Group continues to focus on integrating acquired businesses to ensure consistency of delivery, improved utilisation of shared capabilities, and enhanced cross-selling opportunities.

The Board believes these priorities position the Group to deliver sustainable long-term growth while continuing to strengthen its recurring revenue base and global delivery capability.

Principal risks and uncertainties

The principal risks that could affect the achievement of the Group's strategic objectives remain consistent with prior periods and include:

- dependence on key technology partnerships and associated programme terms

- timing and conversion of customer project awards and renewals

- competitive pressures within the EAM and enterprise software market

- ability to attract and retain suitably skilled technical personnel

- foreign exchange risk arising from international operations

- interest rate and liquidity risk associated with external debt financing

- credit risk relating to trade receivables

The Group operates a structured risk management framework incorporating:

- annual risk identification and assessment

- quarterly Board-level review of principal risks

- financial forecasting and scenario planning

- internal controls over financial reporting

- active monitoring of customer and partner exposure

The Board considers that the systems of risk management and internal control are appropriate to the size and complexity of the Group.

NAVIAM ACQUISITION CORP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 3 -
Promoting the success of the Company
Section 172 of the Companies Act 2006 requires the Directors to promote the success of the Company for the benefit of its members as a whole and, in doing so, to have regard to the interests of its stakeholders, including employees, customers, suppliers, the wider community and the environment.
To support the discharge of these duties, the Directors engage regularly with key stakeholders and consider their views when making decisions and setting the Company's strategy. This engagement helps the Directors understand the likely long-term consequences of their decisions, maintain the Company's reputation for high standards of business conduct, and balance the interests of different stakeholder groups in promoting the long-term success of the Company.
The Board is responsible for the Company's principal strategic decisions. Matters reserved for the Board are considered at scheduled meetings, with supporting papers circulated in advance to allow sufficient time for informed discussion and decision-making. The Directors recognise that the Company's long-term success depends on maintaining strong relationships with employees, customers, suppliers, shareholders and other stakeholders, and these relationships are considered throughout the Board's decision-making processes.
In accordance with Section 172(1) of the Companies Act 2006, the Directors provide the following statement describing how they have had regard to the matters set out in Section 172(1)(a) to (f) during the financial year ended 30 June 2025.
Employee engagement

The Group recognises that its employees are fundamental to its long-term success and continued growth. The Directors seek to foster an open, collaborative and inclusive working environment through regular communication with employees, including leadership updates, team meetings and wider business communications. Employee feedback is actively encouraged through a range of engagement channels to help identify opportunities for improvement and ensure employee perspectives are considered in decision-making.

During the year, the Group continued to support flexible and hybrid working arrangements where appropriate, balancing operational requirements with employee wellbeing and collaboration. The Directors also oversee initiatives relating to employee development, performance, wellbeing and engagement, recognising that attracting, developing and retaining talented people is critical to the Group's success.

The Board believes that a collaborative, entrepreneurial and customer-focused culture is fundamental to the Group's long-term success. During the year, management continued to focus on integrating acquired businesses into a common culture while preserving local expertise and customer relationships.

Customer and supplier engagement

The Directors recognise that maintaining strong relationships with customers and suppliers is essential to the long-term success of the Group. Regular engagement with customers helps the Group understand evolving requirements, improve its products and services, and deliver high levels of customer satisfaction. Feedback is obtained through regular customer engagement, including account management activities, service reviews and other customer interactions.

The Group seeks to build long-term partnerships with its suppliers based on fairness, transparency and mutual benefit. The Directors expect suppliers to meet appropriate standards of quality, ethics and compliance, while the Group aims to honour agreed contractual terms and maintain constructive commercial relationships.

The Group expects customers to settle amounts due in accordance with agreed payment terms and seeks to pay suppliers in accordance with agreed contractual arrangements, provided that goods and services have been supplied in accordance with those agreements.

NAVIAM ACQUISITION CORP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 4 -
Shareholders

As the parent company of the Naviam group, the Company maintains regular dialogue with its shareholders and investors regarding the Group's strategy, financial performance, capital structure and significant business developments. The Board seeks to ensure that shareholders receive appropriate information to support effective governance and informed decision-making.

Throughout the year, the Directors considered the interests of shareholders when evaluating strategic initiatives, financing activities, acquisitions and other significant corporate matters, while balancing these against the interests of the Company's wider stakeholder group.

Community and environment

The Group recognises its responsibility to the communities in which it operates and encourages employees to support local charitable and community initiatives where appropriate.

The Directors recognise the importance of environmental sustainability and seek to minimise the environmental impact of the Group's operations while supporting customers in achieving their own sustainability objectives. Environmental considerations are incorporated into operational decision-making where appropriate, including the efficient use of resources and responsible travel practices.

This Section 172(1) statement reflects the Directors' commitment to effective stakeholder engagement, responsible governance and sustainable long-term value creation. In carrying out their duties under Section 172 of the Companies Act 2006, the Directors have sought to balance the interests of the Company's various stakeholders while acting in good faith to promote the success of the Company for the benefit of its members as a whole.

On behalf of the board

Henrik Claes Anders Fridlund
Director
7 August 2026
NAVIAM ACQUISITION CORP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 5 -

The directors present their annual report and financial statements for the year ended 30 June 2025 for Naviam Acquisition Corp Ltd (“the Company”) and its subsidiaries (together, “the Group”).

On 13 May 2025, the Company changed its name from Galanthus Acquisition Corp Ltd to Naviam Acquisition Corp Ltd.

Principal activities

The principal activities of the Group are the sale of Enterprise Asset Management ("EAM") software solutions, products, and related professional services. EAM software enables organisations to manage, maintain and optimise the lifecycle, performance, and utilisation of physical assets.

Results

The results for the year are set out on page 12.

The loss for the period, after taxation and minority interests, amounted to £16,783,531 (2024: £13,019,809).

Directors

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

Henrik Claes Anders Fridlund
Oliver Julian Garthwaite
George Gerard Lightfoot
Michael Francis McDonald
Clayton Erich Sachs
Webb Stevens
Kurt Leedy
(Appointed 1 April 2025)
Financial instruments

The directors regularly review the Group's exposure to interest rate, foreign currency, and liquidity risks. Cash flow forecasts are reviewed to ensure that adequate liquidity is maintained across the Group. The Group does not use any non-basic financial instruments.

The Group benefits from a degree of natural hedging through operating in the jurisdictions in which it generates revenue. A significant proportion of revenue and borrowings is denominated in US dollars, which helps to manage foreign currency exposure.

Post reporting date events

In December 2025, the Group completed a refinancing of its senior borrowing facilities. The refinancing replaced the Group's existing senior notes with a new committed debt package comprising total committed facilities of approximately £125.0 million, including committed acquisition facilities and a £10.0 million revolving credit facility to support the Group's ongoing working capital and liquidity requirements. The refinancing also extended the maturity profile of the Group's principal borrowings, with the senior facilities maturing in December 2031.

The refinancing provides the Group with increased funding capacity to support its operations and acquisition strategy while maintaining an appropriate level of liquidity. The facilities remain subject to customary financial covenants and reporting obligations. The remaining terms of the Group's borrowing arrangements, including the overall security package and guarantees, were not materially changed.

On 24 April 2026, the Group acquired a controlling interest in Solex, a technology and consulting business operating across South America, for cash consideration. The acquisition expands the Group's presence in the Latin American market and is expected to strengthen its regional delivery capabilities.

NAVIAM ACQUISITION CORP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 6 -
Going concern

The Directors have assessed the Group's and the Company's ability to continue as going concerns for a period of at least twelve months from the date of approval of the financial statements. The assessment included consideration of forecast trading performance, consolidated cash flow projections, available liquidity, compliance with the Group's borrowing covenants and downside sensitivities.

The Directors' forecasts indicate that the Group is expected to maintain sufficient liquidity throughout the assessment period, comply with its borrowing covenants and generate sufficient cash to repay loan notes falling due during that period. The Group's senior borrowing facilities remain committed until December 2031.

The Directors have also considered downside scenarios reflecting lower levels of trading performance and the mitigating actions available to management. Compliance with the Group's borrowing covenants is sensitive to trading performance and, should trading performance be materially below forecast, there is a risk that the Group could breach a borrowing covenant. Such a breach could result in lenders becoming entitled to demand immediate repayment of amounts outstanding under the Group's financing arrangements unless an appropriate waiver, amendment or other remedy were agreed.

The Directors believe that additional shareholder funding could be sought should such circumstances arise. However, no legally binding commitment for such funding existed at the date of approval of the financial statements.

Accordingly, the Directors have concluded that a material uncertainty exists in relation to compliance with the Group's borrowing covenants. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's and the Group's ability to continue as going concerns and therefore they may be unable to realise its assets and discharge its liabilities in the normal course of business.

Nevertheless, having considered the forecasts and the mitigating actions available to management, the Directors consider it appropriate to prepare the financial statements on the going concern basis.

The financial statements do not include any adjustments that would result if the Company or the Group were unable to continue as a going concern.

Auditors

In accordance with section 485 of the Companies Act 2006, a resolution proposing the reappointment of BDO LLP as auditor of the Company will be put to the members.

Statement of directors' responsibilities

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

NAVIAM ACQUISITION CORP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 7 -

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditors

Each of the persons who is a director at the date of approval of this directors' report confirms that:

- so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware; and

- the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

On behalf of the board
Henrik Claes Anders Fridlund
Director
7 August 2026
NAVIAM ACQUISITION CORP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAVIAM ACQUISITION CORP LTD
- 8 -
Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 30 June 2025 and of the group's loss 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.

We have audited the financial statements of Naviam Acquisition Corp Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the G roup and P arent C ompany 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.

Material uncertainty related to going concern

We draw attention to note 1.4 to the financial statements, which indicates that the group and the parent company 's borrowing covenants are sensitive to trading performance, and material underperformance could result in a covenant breach.

As stated in note 1.4, these events or conditions, along with other matters as set forth in note 1.4, indicates that a material uncertainty exists that may cast significant doubt on the group and the parent company’s ability to continue as a going concern.

The financial statements do not include any adjustments that would result if the group or parent company were unable to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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

NAVIAM ACQUISITION CORP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NAVIAM ACQUISITION CORP LTD
- 9 -

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our auditor’s report thereon. 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.

O ther Companies Act 2006 reporting

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

- T he information given in the strategic report and the directors' 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 directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Parent Company and management.

NAVIAM ACQUISITION CORP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NAVIAM ACQUISITION CORP LTD
- 10 -
Extent to which 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:

Non-compliance with laws and regulations

Based on:

- Our understanding of the group and the industry in which it operates;

- Discussion with management and those charged with governance; and

- Obtaining and understanding of the group policies and procedures regarding compliance with laws and regulations.

We considered the significant laws and regulations to be the applicable accounting framework and tax legislation.

The group is also subject to laws and regulations where the consequence of noncompliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation.

Our procedures in respect of the above included:

- Enquiry of those charged with governance for any instances of non-compliance with laws and regulations;

- Review of financial statement disclosures and agreeing to supporting documentation;

- Correspondence with tax authorities for any instances of non-compliance with laws and regulations; and

- Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

- Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

- Obtaining an understanding of the group policies and procedures relating to:

  - Detecting and responding to the risks of fraud; and

  - Internal controls established to mitigate risks related to fraud.

- Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;

- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

Based on our risk assessment, we considered the areas most susceptible to fraud to be in relation to management override of controls, manual journal postings to revenue in particular, as well as improper revenue recognition associated with year-end cut off, accrued income and deferred revenue in certain components.

NAVIAM ACQUISITION CORP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NAVIAM ACQUISITION CORP LTD
- 11 -

Our procedures in respect of the above included:

- Discussing among the engagement team regarding how and where fraud or non-compliance might occur in the financial statements and any potential indicators of fraud;

- Agreement of the financial statement disclosures to underlying supporting documentation;

- Enquiring of management and those charged with governance concerning actual and potential litigation and claims and seeking corroborating and contradictory evidence to support their claims;

- Challenging assumptions and judgements made by management in their accounting estimates, in particular in relation to the assumptions and estimates used in the recoverability of intangibles;

- We sought to identify any areas of management bias by corroborating significant estimates and judgements and challenging management as to their appropriateness based on third party empirical evidence, recalculating management's estimate, following up on information in relation to estimates to the date of approval as well as in some cases developing our own estimate range and comparing this to management's estimate;

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- Obtaining an understanding of the control environment in monitoring compliance with laws and regulations;

- Testing the appropriateness of journal entries based on a set of pre-determined risk criteria; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any transactions that would otherwise be considered outside normal operations or outside the normal course of business; and

- Performing targeted procedures on a sample basis in regard of cut off, accrued income and deferred revenue for certain components.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark McCluskey (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
7 August 2026
Glasgow
United Kingdom
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)
NAVIAM ACQUISITION CORP LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
- 12 -
2025
2024
Notes
£
£
Turnover
3
56,373,333
46,447,907
Cost of sales
(21,672,472)
(18,872,730)
Gross profit
34,700,861
27,575,177
Administrative expenses
(43,458,051)
(33,455,455)
Other operating income
19,536
26,270
Operating loss
4
(8,737,654)
(5,854,008)
Interest receivable and similar income
8
12,817
12,066
Interest payable and similar expenses
9
(7,685,025)
(6,954,652)
Loss before taxation
(16,409,862)
(12,796,594)
Tax on loss
10
(176,212)
(222,999)
Loss for the financial year
27
(16,586,074)
(13,019,593)
Loss for the financial year is attributable to:
- Owners of the parent company
(16,783,531)
(13,019,809)
- Non-controlling interests
197,457
216
(16,586,074)
(13,019,593)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(16,783,531)
(13,019,809)
- Non-controlling interests
197,457
216
(16,586,074)
(13,019,593)

The notes on pages 20 to 49 form part of these financial statements.

NAVIAM ACQUISITION CORP LTD
GROUP BALANCE SHEET
AS AT 30 JUNE 2025
30 June 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
13
54,610,578
64,919,335
Other intangible assets
13
1,075,532
1,455,577
Total intangible assets
55,686,110
66,374,912
Tangible assets
14
1,046,583
995,791
56,732,693
67,370,703
Current assets
Debtors falling due after more than one year
18
2,539,000
1,009,208
Debtors falling due within one year
18
14,734,134
11,370,688
Cash at bank and in hand
4,653,052
4,649,722
21,926,186
17,029,618
Creditors: amounts falling due within one year
19
(21,709,528)
(20,628,718)
Net current assets/(liabilities)
216,658
(3,599,100)
Total assets less current liabilities
56,949,351
63,771,603
Creditors: amounts falling due after more than one year
20
(71,866,076)
(62,479,951)
Provisions for liabilities
Provisions
23
1,618,453
4,092,118
Deferred tax liability
24
129,450
262,767
(1,747,903)
(4,354,885)
Net liabilities
(16,664,628)
(3,063,233)
Capital and reserves
Called up share capital
26
15,936,049
15,870,715
Share premium account
1,739,383
1,374,986
Other reserves
2,431,016
2,667,157
Profit and loss reserves
27
(36,808,759)
(22,816,317)
Equity attributable to owners of the parent company
(16,702,311)
(2,903,459)
Non-controlling interests
37,683
(159,774)
Total equity
(16,664,628)
(3,063,233)

The notes on pages 20 to 49 form part of these financial statements.

NAVIAM ACQUISITION CORP LTD
GROUP BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2025
30 June 2025
- 14 -
The financial statements were approved by the board of directors and authorised for issue on 7 August 2026 and are signed on its behalf by:
07 August 2026
Henrik Claes Anders Fridlund
Director
Company registration number 13355220 (England and Wales)
NAVIAM ACQUISITION CORP LTD
COMPANY BALANCE SHEET
AS AT 30 JUNE 2025
30 June 2025
- 15 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
15
23,125,761
23,004,808
Current assets
Debtors
18
3,614,521
3,916,909
Cash at bank and in hand
7,616
19,074
3,622,137
3,935,983
Creditors: amounts falling due within one year
19
(202,813)
(3,562,864)
Net current assets
3,419,324
373,119
Total assets less current liabilities
26,545,085
23,377,927
Creditors: amounts falling due after more than one year
20
(9,399,348)
(6,877,790)
Provisions for liabilities
Provisions
23
-
0
1,884,297
-
(1,884,297)
Net assets
17,145,737
14,615,840
Capital and reserves
Called up share capital
26
15,936,049
15,870,715
Share premium account
4,510,241
4,145,844
Other reserves
(65,332)
-
0
Profit and loss reserves
27
(3,235,221)
(5,400,719)
Total equity
17,145,737
14,615,840

The notes on pages 20 to 49 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the C ompany has not presented its own profit and loss account and related notes. The C ompany’s loss for the year was £625,591 (2024 - £979,641 loss).

NAVIAM ACQUISITION CORP LTD
COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2025
30 June 2025
- 16 -
The financial statements were approved by the board of directors and authorised for issue on 7 August 2026 and are signed on its behalf by:
07 August 2026
Henrik Claes Anders Fridlund
Director
Company registration number 13355220 (England and Wales)
NAVIAM ACQUISITION CORP LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 17 -
Share capital
Share premium account
Merger relief reserve
Foreign exchange reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 July 2023
14,000,060
-
0
-
0
(342,256)
(8,685,574)
4,972,230
(159,990)
4,812,240
Year ended 30 June 2024:
Loss and total comprehensive income
-
-
-
-
(13,019,809)
(13,019,809)
216
(13,019,593)
Issue of share capital
1,870,655
1,374,986
-
-
-
3,245,641
-
3,245,641
Dividends
11
-
-
-
-
(1,110,934)
(1,110,934)
-
(1,110,934)
Share for share exchange
-
-
2,770,858
-
-
2,770,858
-
2,770,858
Other movements
-
-
-
238,555
-
238,555
-
238,555
Balance at 30 June 2024 restated
15,870,715
1,374,986
2,770,858
(103,701)
(22,816,317)
(2,903,459)
(159,774)
(3,063,233)
Year ended 30 June 2025:
Loss and total comprehensive income
-
-
-
-
(16,783,531)
(16,783,531)
197,457
(16,586,074)
Issue of share capital
26
1
-
0
-
-
-
1
-
1
Reversal of dividends
11
-
-
-
-
2,791,089
2,791,089
-
2,791,089
Other movements
26
65,333
364,397
-
(236,141)
-
193,589
-
193,589
Balance at 30 June 2025
15,936,049
1,739,383
2,770,858
(339,842)
(36,808,759)
(16,702,311)
37,683
(16,664,628)

The notes on pages 20 to 49 form part of these financial statements.

NAVIAM ACQUISITION CORP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 18 -
Share capital
Share premium account
Foreign exchange reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 July 2023
14,000,060
-
0
-
(3,310,144)
10,689,916
Year ended 30 June 2024:
Loss and total comprehensive income for the year
-
-
-
(979,641)
(979,641)
Issue of share capital
1,870,655
4,145,844
-
-
6,016,499
Dividends
11
-
-
-
(1,110,934)
(1,110,934)
Balance at 30 June 2024
15,870,715
4,145,844
-
0
(5,400,719)
14,615,840
Year ended 30 June 2025:
Profit and total comprehensive income
-
-
-
(625,591)
(625,591)
Issue of share capital
26
1
-
0
-
-
1
Reversal of dividends
11
-
-
-
2,791,089
2,791,089
Other movements
26
65,333
364,397
(65,332)
-
364,398
Balance at 30 June 2025
15,936,049
4,510,241
(65,332)
(3,235,221)
17,145,737

The notes on pages 20 to 49 form part of these financial statements.

NAVIAM ACQUISITION CORP LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
- 19 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (used in)/generated from operations
33
(3,950,094)
695,273
Investing activities
Purchase of business, net of cash acquired
(5,198,524)
(29,427,192)
Purchase of intangible assets
(33,619)
(457,011)
Purchase of tangible fixed assets
(133,057)
(78,523)
Proceeds from disposal of tangible fixed assets
3,819
-
Interest received
12,817
12,066
Net cash used in investing activities
(5,348,564)
(29,950,660)
Financing activities
Proceeds from issue of shares
-
2,000,000
Issue of loan notes
9,855,000
28,891,979
Repayment of loan notes
(2,130,050)
-
Other loans drawn down
2,236,615
-
Repayment of other loans
(620,085)
(1,277,448)
Repayment of bank loans
(39,492)
(78,784)
Net cash generated from financing activities
9,301,988
29,535,747
Net increase in cash and cash equivalents
3,330
280,360
Cash and cash equivalents at beginning of year
4,649,722
4,369,362
Cash and cash equivalents at end of year
4,653,052
4,649,722

The notes on pages 20 to 49 form part of these financial statements.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 20 -
1
Accounting policies
Company information

Naviam Acquisition Corp Ltd (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2c Clifford Court, Cooper Way, Parkhouse, Carlisle, Cumbria, CA3 0JG.

The Group consists of Naviam Acquisition Corp Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with 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 C ompany. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies.

The C ompany is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the G roup. The C ompany has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 21 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Naviam Acquisition Corp Ltd together with all entities controlled by the parent company (its subsidiaries) and the Group's share of its interests in joint ventures and associates.

All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the G roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the G roup’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The Directors have assessed the Group's and the Company's ability to continue as going concerns for a period of at least twelve months from the date of approval of the financial statements. The assessment included consideration of forecast trading performance, consolidated cash flow projections, available liquidity, compliance with the Group's borrowing covenants and downside sensitivities.

The Directors' forecasts indicate that the Group is expected to maintain sufficient liquidity throughout the assessment period, comply with its borrowing covenants and generate sufficient cash to repay loan notes falling due during that period. The Group's senior borrowing facilities remain committed until December 2031.

The Directors have also considered downside scenarios reflecting lower levels of trading performance and the mitigating actions available to management. Compliance with the Group's borrowing covenants is sensitive to trading performance and, should trading performance be materially below forecast, there is a risk that the Group could breach a borrowing covenant. Such a breach could result in lenders becoming entitled to demand immediate repayment of amounts outstanding under the Group's financing arrangements unless an appropriate waiver, amendment or other remedy were agreed.

The Directors believe that additional shareholder funding could be sought should such circumstances arise. However, no legally binding commitment for such funding existed at the date of approval of the financial statements.

Accordingly, the Directors have concluded that a material uncertainty exists in relation to compliance with the Group's borrowing covenants. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's and the Group's ability to continue as going concerns and therefore they may be unable to realise its assets and discharge its liabilities in the normal course of business.

Nevertheless, having considered the forecasts and the mitigating actions available to management, the Directors consider it appropriate to prepare the financial statements on the going concern basis.

The financial statements do not include any adjustments that would result if the Company or the Group were unable to continue as a going concern.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 22 -
1.5
Turnover

Revenue is generated either through the sale of software products including software as a service, cloud or through the performance of associated services such as consulting, programming and hosting. Revenue contracts are assessed to determine whether revenue should be recognised by the C ompany as a principal or agent. The C ompany has determined, via inspection of indicators, that it acts as principal in all revenue streams.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the G roup has transferred the significant risks and rewards of ownership to the buyer;

- the G roup retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the G roup will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the G roup will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably, and

- the costs incurred and the costs to complete the contract can be measured reliably.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the G roup's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life of 5 - 10 years.

1.7
Intangible fixed assets other than goodwill

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Licenses and software
5 - 7 years
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 23 -
1.8
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:

Freehold property
2% straight line
Long-term leasehold property
15% straight line or lease term
Fixtures and fittings
20% - 30% reducing balance
Plant and machinery
15% straight line
Motor vehicles
25% 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 recognised in the profit and loss account.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the C ompany holds a long-term interest and where the C ompany has significant influence. The Group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the G roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the C ompany has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the Group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Borrowing costs

All borrowing costs are recognised in the consolidated statement of comprehensive income in the year in which they are incurred.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 24 -
1.11
Impairment of fixed assets

At each reporting period end date, the Group reviews the carrying amounts of its tangible and intangible 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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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.

1.12
Cash and cash equivalents

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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The G roup has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the G roup's balance sheet when the G roup becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 25 -
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.

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 G roup 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 26 -
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 subsequently 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 Group's contractual obligations expire or are discharged or cancelled.

1.14
Compound instruments

The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.15
Equity instruments

Equity instruments issued by the Group 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 Group.

1.16
Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Current tax

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the C ompany and the G roup operate and generate income.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 27 -
Deferred tax

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

- Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the G roup can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

1.17
Provisions

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, it is probable that the Group 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.

1.18
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 C ompany is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19
Retirement benefits

The G roup operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the G roup pays fixed contributions into a separate entity. Once the contributions have been paid the G roup has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the G roup in independently administered funds.

1.20
Leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 28 -
1.21
Foreign exchange

Functional and presentation currency

The G roup trades in the local currency of the country in which it operates. The functional currency, therefore consists of UK Sterling, Australian Dollar, Canadian Dollar, New Zealand Dollars and US Dollars. The presentation currency is UK Sterling (GBP). The reason for the difference is that the largest trading company and the group parent company are registered and operate in the UK and US.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was dete r mined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

1.22

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

1.23

Interest income

Interest income is recognised in the consolidated statement of comprehensive income using the effective interest method.

1.24

Finance costs

Finance costs are charged to the group statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 29 -
2
Judgements and key sources of estimation uncertainty

In the application of the Group’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 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Leases

Determine whether leases entered into by the Group either as a lessee are operating or finance leases. These decisions depend on the assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

Tangible and intangible assets

Determine whether there indicators of impairment of the Group's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a large cash-generating unit, the viability and expected future performance of that unit.

Key sources of estimation uncertainty

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

Tangible and intangible assets

Tangible and intangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Classification of preference shares

Preference shares are entitled to a 7% dividend with no conversion clause. The directors have reviewed the articles of association and class preference share as equity as the board has the discretion on when a dividend is paid and when the shares are redeemed.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 30 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Software solutions and assocated services
56,373,333
46,447,907
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
17,379,199
16,092,627
Rest of the world
38,994,134
30,355,280
56,373,333
46,447,907
2025
2024
£
£
Other revenue
Interest income
12,817
12,066
4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange gains
(440,255)
(70,579)
Depreciation of tangible fixed assets
190,412
72,862
Profit on disposal of tangible fixed assets
(3,818)
-
Amortisation of intangible assets
11,233,637
10,207,705
Impairment of intangible assets
2,000,000
-
0
Operating lease charges
665,640
527,346
5
Auditor's remuneration
2025
2024
Fees payable to the Company's auditors and associates:
£
£
For audit services
Audit of the financial statements of the Group and Company
45,000
45,000
Audit of the financial statements of the Company's subsidiaries
104,893
85,879
149,893
130,879
For other services
Taxation compliance services
17,500
17,500
All other non-audit services
150,000
150,000
167,500
167,500
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 31 -
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Executive
12
11
6
6
Management
34
15
-
-
Sales and marketing
26
24
-
-
Technical
232
202
-
-
Admin
18
18
-
-
Total
322
270
6
6

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
26,767,646
21,106,898
-
0
-
0
Social security costs
1,030,103
894,243
-
-
Pension costs
1,527,333
1,240,153
-
0
-
0
29,325,082
23,241,294
-
0
-
0

The C ompany has no employees other than the directors, who did not receive any remuneration (202 4: n il).

7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
510,000
447,102
Company pension contributions to defined contribution schemes
30,100
14,400
540,100
461,502

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 2).

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
7
Directors' remuneration
(Continued)
- 32 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
255,000
223,551
Company pension contributions to defined contribution schemes
15,050
7,200

Please see related parties note for directors who receive a consultancy fee.

8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
12,817
12,066
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
23,172
35,229
Interest on loan notes
7,268,894
6,516,343
Amortisation of loan fees
287,781
347,034
Interest on other loans
105,178
55,949
Total finance costs
7,685,025
6,954,652

There is interest of £803,881 (2024: £921,258) relating to management's loan notes in the figures above.

10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
500,732
341,285
Adjustments in respect of prior periods
(198,563)
(17,545)
Total current tax
302,169
323,740
Deferred tax
Origination and reversal of timing differences
(125,957)
(100,741)
Total tax charge
176,212
222,999
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
10
Taxation
(Continued)
- 33 -

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

2025
2024
£
£
Loss before taxation
(16,409,862)
(12,796,594)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
(4,102,466)
(3,199,149)
Effects of:
Expenses that are not deductible in determining taxable profit
31,636
44,568
Adjustments in respect of prior years
(198,563)
(17,545)
Group relief
838,434
-
0
Permanent capital allowances in excess of depreciation
-
0
(113,919)
Amortisation on assets not qualifying for tax allowances
2,689,398
1,855,628
Tax incentives
(87,910)
(3,582)
Losses not recognised
303,652
1,788,358
Timing difference
268,908
(274,562)
Impairment of goodwill
500,000
-
Other differences leading to an increase (decrease) in the tax charge
(66,877)
143,202
Taxation charge in the financial statements
176,212
222,999
11
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
(2,791,089)
1,110,934

Non-c ash Preference S hare dividends of £nil (2024: £1,110,934) were allocated to preference shareholders during the year.

During the year, allocations made in prior years amounting to £2,791,089 were reversed and are presented in the Statement of Changes in Equity as "reversal of dividends".

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 34 -
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Goodwill
13
2,000,000
-
Recognised in:
Administrative expenses
2,000,000
-

Impairment of goodwill

During the year, the Group carried out an impairment review of goodwill allocated to Interpro Solutions LLC following underperformance against forecast. As a result of this review, the recoverable amount of the cash-generating unit ("CGU") was determined to be below the carrying value of the CGU's net assets. Accordingly, an impairment charge of £2.0m (2024: £nil) has been recognised against goodwill. This charge has been included within administrative expenses in the Consolidated Statement of Comprehensive Income.

The calculation of Value in Use is sensitive to the discount rate applied. An increase of 1.0 percentage point in the pre-tax discount rate would increase the goodwill impairment charge by £1.0m. Similarly, a reduction of 1.0 percentage point in the pre-tax discount rate would reduce the goodwill impairment charge by £1.1m.

13
Intangible fixed assets
Group
Goodwill
Licenses and software
Total
£
£
£
Cost
At 1 July 2024
81,472,458
3,177,539
84,649,997
Additions - separately acquired
-
0
33,619
33,619
Additions - business combinations
4,966,157
62,380
5,028,537
Exchange adjustments
(2,517,321)
-
0
(2,517,321)
At 30 June 2025
83,921,294
3,273,538
87,194,832
Amortisation and impairment
At 1 July 2024
16,553,123
1,721,962
18,275,085
Amortisation charged for the year
10,757,593
476,044
11,233,637
Impairment losses
2,000,000
-
0
2,000,000
At 30 June 2025
29,310,716
2,198,006
31,508,722
Carrying amount
At 30 June 2025
54,610,578
1,075,532
55,686,110
At 30 June 2024
64,919,335
1,455,577
66,374,912
The Company had no intangible fixed assets at 30 June 2025 or 30 June 2024.
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
13
Intangible fixed assets
(Continued)
- 35 -

More information on impairment movements in the year is given in note 12.

14
Tangible fixed assets
Group
Freehold property
Long-term leasehold property
Fixtures and fittings
Plant and machinery
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 July 2024
390,357
155,262
68,728
483,261
22,550
1,120,158
Additions
-
0
3,158
15,674
114,225
-
0
133,057
Business combinations
-
0
123,050
-
0
53,670
-
0
176,720
Disposals
-
0
-
0
-
0
(165,414)
(22,550)
(187,964)
At 30 June 2025
390,357
281,470
84,402
485,742
-
0
1,241,971
Depreciation and impairment
At 1 July 2024
17,053
(9,369)
1,912
95,746
19,025
124,367
Depreciation charged in the year
8,526
11,959
58,018
108,970
2,939
190,412
Eliminated in respect of disposals
-
0
-
0
-
0
(165,413)
(22,550)
(187,963)
Exchange adjustments
61,526
13,587
-
0
(7,127)
586
68,572
At 30 June 2025
87,105
16,177
59,930
32,176
-
0
195,388
Carrying amount
At 30 June 2025
303,252
265,293
24,472
453,566
-
0
1,046,583
At 30 June 2024
373,304
164,631
66,816
387,515
3,525
995,791
The Company had no tangible fixed assets at 30 June 2025 or 30 June 2024.
15
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
23,125,761
23,004,808
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
15
Fixed asset investments
(Continued)
- 36 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2024
23,004,808
Additions
120,953
At 30 June 2025
23,125,761
Carrying amount
At 30 June 2025
23,125,761
At 30 June 2024
23,004,808
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 37 -
16
Subsidiaries

Details of the Company's subsidiaries at 30 June 2025 are as follows:

Name of undertaking
Class of
% Held
shares held
Direct
Naviam Investments Limited
Ordinary
100.00
Galanthus Group Holdings Limited
Ordinary
100.00
Galanthus (USA) Acquisition Corp
Common
100.00
Naviam Global Limited
Ordinary
100.00
Galanthus Partners Limited
Ordinary
100.00
Naviam Technologies Limited
Ordinary
100.00
Naviam Holdings ANZ PTY Ltd
Common
100.00
Naviam AUST Pty Limited
Common
100.00
Naviam NZ PTY Limited
Ordinary
100.00
Naviam Inc. (formerly Projetech, Inc.)
Common
100.00
Naviam Services LLC
Common
100.00
Naviam Canada Limited
Ordinary
100.00
Naviam Singapore Pte Limited
Ordinary
100.00
Zenith (Macau) Limited
Ordinary
100.00
Love your Assets with IoT Limited
Ordinary
51.00
Naviam HK Limited (formerly Lexco Limited)
Ordinary
100.00
Naviam (Malaysia) SDN BHD
Ordinary
100.00
Peacock Engineering Limited
Ordinary
100.00
Naviam Technologies Private Limited (formerly Peacock Engineering India Private Limited)
Ordinary
99.00
EAM MaaS AG
Ordinary
100.00
EAM Swiss GmbH
Ordinary
100.00
EAM Swiss International GmbH
Ordinary
100.00
InterPro Solutions LLC
Member Interest
100.00
Naviam GIS Technologies, LLC
Member Interest
100.00
Sharptree LLC
Member Interest
100.00
Bols Beheer B.V.
Ordinary
100.00
Znapz Holding B.V.
Ordinary
100.00
Znapz B.V.
Ordinary
100.00
Znapz CEE srl
Ordinary
100.00
17
Audit exemption of subsidiaries

The following subsidiary undertakings were exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A of the Act:

- Naviam Investments Limited

- Galanthus Group Holdings Limited

- Naviam Global Limited

- Naviam Technologies Limited

- Peacock Engineering Limited

- Galanthus Partners Limited

- Love Your Assets with IoT Limited

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 38 -
18
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,270,559
7,992,156
-
0
-
0
Corporation tax recoverable
154,746
21,463
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
3,578,452
3,836,718
Other debtors
967,045
1,422,342
17,743
1,050
Prepayments and accrued income
3,341,784
1,934,727
18,326
79,141
14,734,134
11,370,688
3,614,521
3,916,909
Amounts falling due after more than one year:
Other debtors
34,448
42,678
-
0
-
0
Prepayments and accrued income
2,504,552
966,530
-
0
-
0
2,539,000
1,009,208
-
-
Total debtors
17,273,134
12,379,896
3,614,521
3,916,909
19
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
21
27,839
42,262
-
0
-
0
Other borrowings
21
1,797,082
976,170
-
0
-
0
Trade creditors
3,151,828
2,298,798
105,313
92,637
Amounts owed to group undertakings
-
0
-
0
-
0
581,658
Corporation tax payable
-
0
83,506
-
0
-
0
Other taxation and social security
754,530
858,393
-
0
-
0
Other creditors
244,828
3,005,527
-
0
2,791,069
Accruals and deferred income
15,733,421
13,364,062
97,500
97,500
21,709,528
20,628,718
202,813
3,562,864

Bank borrowings securities are discussed in note 21.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 39 -
20
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Loan notes
22
69,912,138
61,427,578
3,890,545
3,664,636
Bank loans
21
-
0
25,069
-
0
-
0
Other loans
21
1,422,104
626,486
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
5,508,803
3,213,154
Other creditors
531,834
400,818
-
0
-
0
71,866,076
62,479,951
9,399,348
6,877,790
21
Loans
Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£
Amounts falling due within one year
Bank loans
27,839
37,000
-
0
-
0
Other loans
1,797,082
1,207,732
-
0
-
0
1,824,921
1,244,732
-
-
Amounts falling due 1-2 years
Bank loans
-
0
30,377
-
-
Other loans
1,422,104
375,551
-
-
Loan notes
8,470,190
7,987,047
3,890,545
3,664,636
9,892,294
8,392,975
3,890,545
3,664,636
Amounts falling due 2-5 years
Loan notes
61,441,948
52,371,251
-
-
61,441,948
52,371,251
-
-
73,159,163
62,008,958
3,890,545
3,664,636

Bank loans

Bank borrowings are secured by a fixed and floating charge over all of the assets of the Group and a first legal charge over the freehold properties owned by the Group. Amounts incur interest at 3% over UK base rates, and have monthly repayments of £3,256, which expire in 2026.

Other loans

Other loans represent amounts due to a funding partner. There is a parental company guarantee in place as security. Interest is charged at 3.5%-5%.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 40 -
22
Loan notes
Group
Company
2025
2024
2025
2024
£
£
£
£
Loan notes
69,912,138
61,427,578
3,890,545
3,664,636

The Group's financing comprises secured loan facilities provided by Bain Capital and management loan notes issued in connection with acquisitions completed since February 2022.

The Group has loan facilities of £5,900,000 and US$19,000,000 outstanding in relation to acquisitions completed in February 2022. These facilities were originally repayable in February 2027 but were amended during the year to extend their maturity to July 2028. Interest is payable quarterly at approximately 8% above the applicable reference rate.

Following the acquisition of Peacock Engineering in July 2023, the Group borrowed a further £19,000,000 from Bain Capital, repayable in July 2028. As part of the acquisition, secured loan notes of £3,500,000 were issued to the former shareholders. Interest of £261,304 (2024: £347,034) accrued during the year.

In April 2024, the acquisition of Interpro Solutions LLC resulted in additional borrowings of US$12,500,000 from Bain Capital, repayable in 2028. During the year, the Group made further drawings from Bain Capital, comprising £5,355,000 in January 2025 and £4,500,000 in May 2025.

Transaction costs of £105,000 (2024: £1,205,846) were incurred in relation to additional borrowings during the year. Capitalised financing costs are amortised over the term of the related borrowings. Amortisation recognised during the year amounted to £182,781 (2024: £347,034), leaving an unamortised balance of £1,419,823 at 30 June 2025 (2024: £1,602,601).

In addition, secured loan notes issued to other former members of management remained outstanding at 30 June 2025, comprising £3,890,545 (2024: £3,664,636) and US$6,283,850 (2024: US$5,872,757), inclusive of accrued interest.

The Group also has access to a revolving credit facility of US$4,000,000 to support working capital and acquisition activities. Interest is charged at 8.0% above the applicable reference rate on amounts drawn, together with a commitment fee of 0.5% on undrawn amounts. The facility was not utilised during the year.

In December 2025, the Group completed a refinancing of its senior notes. The refinancing replaced the existing notes and introduced new committed facilities within the Group’s capital structure, extending the maturity profile of the Group’s external debt and providing additional liquidity headroom. The remaining terms of the Group’s borrowing arrangements, including security and guarantees, were not materially changed.

Security

A fixed and floating charge is in place with Bain Capital Credit, LP and George Lightfoot as Security Trustee.

23
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Contingent consideration
1,618,453
4,092,118
-
1,884,297
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
23
Provisions for liabilities
(Continued)
- 41 -
Movements on provisions:
Contingent consideration
Group
£
At 1 July 2024
4,092,118
Additional provisions in the year
109,319
Utilisation of provision
(2,427,377)
Exchange difference
(155,607)
At 30 June 2025
1,618,453
As noted in the accounting estimates and acquisitions notes, contingent considerations were present in two acquisitions during the year, These have been assessed at $100k and $50k.
Contingent consideration
Company
£
At 1 July 2024
1,884,297
Utilisation of provision
(1,884,297)
At 30 June 2025
-

The Company and the Group have cross guarantees for funding that are reflected in notes 19, 20 and 21, some of which are held at subsidiary level.

24
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the Group and Company:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
200,306
351,122
Tax losses
(80,750)
(97,500)
Other timing differences
9,894
9,145
129,450
262,767
The Company has no deferred tax assets or liabilities.
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
24
Deferred taxation
(Continued)
- 42 -
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 July 2024
262,767
-
Credit to profit or loss
(125,957)
-
Arising on business combinations
(7,360)
-
Liability at 30 June 2025
129,450
-
25
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,527,333
1,240,153

The G roup operates or contributes to various defined contribution pension schemes. The assets of the schemes are held separately from those of the G roup in independently administered funds. The pension cost charge represents contributions payable by the G roup to the funds and amounted to £1,527,333 (2024: £1,240,153).

26
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number '000
Number '000
£
£
Issued and fully paid
Ordinary shares of 0.001p each
27,599,360
15,910
276
159
Founder shares of 0.001p each
-
6,536
-
65
Deferred shares of 0.001p each
1,593,577,249
-
15,935,773
-
1,621,176,609
22,446
15,936,049
224
2025
2024
2025
2024
Preference share capital
Number '000
Number '000
£
£
Issued and fully paid
Preference shares of 0.001p each
-
1,587,049,121
-
15,870,491
Preference shares classified as equity
-
15,870,491
Total equity share capital
15,936,049
15,870,715
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
26
Share capital
(Continued)
- 43 -

In October 2024 the Company undertook a reorganisation of its share capital.

The existing Founder shares were subdivided into 6,539,724,000 shares of £0.00001 each.

Subsequently, all Founder shares and Preference shares were redesignated and reclassified into 11,596,689 Ordinary shares of £0.00001 each and 1,593,573,248,697 Deferred shares of £0.00001 each. The Deferred shares have negligible rights to dividends and capital and are not expected to participate in future distributions.

Under Article 3.3 of the Company's Articles of Association, the C ompany has the option, subject to the Companies Act 2006, to purchase all Deferred s hares in issue at any time for an aggregate consideration of £0.01, without obtaining the consent of the holders.

The reorganisation did not result in any change in the aggregate nominal value of the issued share capital of the Company.

In May 2025 the Company issued 92,873 Ordinary shares of £0.00001 each at a premium of £3.9236 per share, as consideration for a business combination.

27
Profit and loss reserves

The profit and loss reserves represent the accumulated profits and losses on the activities of the C ompany and the G roup, less dividends paid.

Foreign exchange reserve

The foreign exchange reserve arises on the translation of the foreign subsidiary brought forward reserves and alignment with the previous year translation to GBP. The movement in the foreign currency exchange rates gives rise to the foreign exchange reserve.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 44 -
28
Acquisition of a business

Acquisition of Naviam GIS Technologies LLC

During October 2024, the Group acquired 100% of the share capital of Naviam GIS Technologies LLC (GIS) (formerly known as Pierpont Technologies LLC), a company based in the USA. Naviam GIS Technologies LLC sell software solutions and associated services. The Group paid £1,304,049, the composition of which is discussed further below.

The acquisition has been accounted for under the acquisition method. In calculating the goodwill arising on acquisition, the fair value of net assets of Naviam GIS Technologies LLC have been assessed and adjustments from book value have been made where necessary.

Recognised amounts of identifiable assets acquired and liabilities assumed

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
50,306
-
50,306
Property, plant and equipment
123,050
-
123,050
Trade and other receivables
212,226
-
212,226
Cash and cash equivalents
42,661
-
42,661
Trade and other payables
(119,893)
-
(119,893)
Tax liabilities
(1,433)
-
(1,433)
Total identifiable net assets
306,917
-
306,917
Goodwill
997,132
Total consideration
1,304,049
The consideration was satisfied by:
£
Cash
1,143,407
Deferred consideration
77,021
Directly attributable costs
83,621
1,304,049
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
522,702
Loss after tax
(70,771)

The Group incurred acquisition-related expenditure of £83,621 on legal fees, due diligence and other costs directly related to the acquisition. These costs have been capitalised.

The useful economic life of goodwill has been estimated to be 10 years. Included within goodwill are intangible assets that do not require separate recognition.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
28
Acquisition of a business
(Continued)
- 45 -

Acquisition of Sharptree LLC

During May 2025, the Group acquired 100% of the share capital of Sharptree LLC, a company based in the USA. The LLC sell software solutions and associated services. The Group paid £1,097,904, the composition of which is discussed further below.

The acquisition has been accounted for under the acquisition method. In calculating the goodwill arising on acquisition, the fair value of net assets of Sharptree LLC have been assessed and adjustments from book value have been made where necessary.

Recognised amounts of identifiable assets acquired and liabilities assumed

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Trade and other receivables
68,523
-
68,523
Cash and cash equivalents
73,347
-
73,347
Trade and other payables
(7,500)
-
(7,500)
Total identifiable net assets
134,370
-
134,370
Goodwill
963,534
Total consideration
1,097,904
The consideration was satisfied by:
£
Cash
502,497
Issue of shares
374,661
Deferred consideration
37,466
Directly attributable costs
183,280
1,097,904
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
81,470
Profit after tax
26,719

The Group incurred acquisition-related expenditure of £183,280 on legal fees, due diligence and other costs directly related to the acquisition. These costs have been capitalised.

The useful economic life of goodwill has been estimated to be 10 years. Included within goodwill are intangible assets that do not require separate recognition.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
28
Acquisition of a business
(Continued)
- 46 -

Acquisition of Bols Beheer B.V., Znapz Holding B.V., Znapz B.V. and Znapz CEE srl ("the Znapz Group")

During May 2025, the Group acquired 100% of the share capital of The Znapz Group. The Znapz Group sell software solutions and associated services. The Group paid £3,221,962 the composition of which is discussed further below.

The acquisition has been accounted for under the acquisition method. In calculating the goodwill arising on acquisition, the fair value of the net assets of The Znapz Group have been assessed and adjustments from book value have been made where necessary.

Recognised amounts of identifiable assets acquired and liabilities assumed

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
12,074
-
12,074
Property, plant and equipment
53,670
-
53,670
Trade and other receivables
971,600
-
971,600
Cash and cash equivalents
491,989
-
491,989
Trade and other payables
(484,344)
-
(484,344)
Tax liabilities
(156,763)
-
(156,763)
Total identifiable net assets
888,226
-
888,226
Goodwill
2,333,736
Total consideration
3,221,962
The consideration was satisfied by:
£
Cash
3,180,898
Directly attributable costs
41,064
3,221,962
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
453,557
Loss after tax
(7,238)

The Group incurred acquisition-related expenditure of £41,064 on legal fees, due diligence and other costs directly related to the acquisition. These costs have been capitalised.

The adjustments in cash at hand and in bank reflect the concluded completion adjustments. The useful economic life of goodwill has been estimated to be 10 years. Included within goodwill are intangible assets that do not require separate recognition.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 47 -
29
Operating lease commitments
As lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
433,690
542,550
-
-
Years 2-5
1,363,550
1,771,818
-
-
1,797,240
2,314,368
-
-
30
Events after the reporting date

In December 2025, the Group completed a refinancing of its senior borrowing facilities. The refinancing replaced the Group's existing senior notes with a new committed debt package comprising total committed facilities of approximately £125.0 million, including committed acquisition facilities and a £10.0 million revolving credit facility to support the Group's ongoing working capital and liquidity requirements. The refinancing also extended the maturity profile of the Group's principal borrowings, with the senior facilities maturing in December 2031.

The refinancing provides the Group with increased funding capacity to support its operations and acquisition strategy while maintaining an appropriate level of liquidity. The facilities remain subject to customary financial covenants and reporting obligations. The remaining terms of the Group's borrowing arrangements, including the overall security package and guarantees, were not materially changed.

On 24 April 2026, the Group acquired a controlling interest in Solex, a technology and consulting business operating across South America, for cash consideration. The acquisition expands the Group's presence in the Latin American market and is expected to strengthen its regional delivery capabilities.

31
Related party transactions

Group

During the year amounts of £18,834 (2024: £18,394) and £22,595 (2024: £20,111) were paid to other directors.

During the year additional loan notes of £9,855,000 GBP (2024: £19,000,000) and $nil USD (2024: $12,500,000) were raised with Bain Capital Credit LP who are the Security and Administrative agent for the funds that hold shares and provide debt services to the Group. At the year end the balances owed to the funds managed by Bain Capital Credit LP were GBP £34,825,149 (2024: £24,970,149) and USD $31,500,000 (2024: $31,500,000).

As noted in the creditors note, certain directors and funders have shareholdings in the Company. The loan fees are disclosed in the creditors and loan note s.

Company

The Company took advantage of the exemption available in Section 33.1A of FRS102 to not disclose transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 48 -
32
Controlling party

At the year end, the Company and the Group had no ultimate controlling party.

33
Cash (absorbed by)/generated from group operations
2025
2024
£
£
Loss for the year after tax
(16,586,074)
(13,019,593)
Adjustments for:
Corporation tax
302,169
360,393
Deferred tax
(133,317)
(100,741)
Finance costs
7,685,025
6,954,652
Interest paid
(6,584,706)
(4,807,483)
Investment income
(12,817)
(12,066)
Gain on disposal of tangible fixed assets
(3,818)
-
Amortisation and impairment of intangible assets
13,233,637
10,207,705
Depreciation and impairment of tangible fixed assets
190,412
72,862
Decrease in provisions
(2,582,985)
-
Corporation tax paid
(677,154)
(218,369)
(Loss)/gain on translation of overseas subsidiaries
2,003,875
303,013
Movements in working capital:
Decrease in stocks
-
133,657
(Increase)/decrease in debtors
(3,507,606)
2,865,067
Increase/(decrease) in creditors
2,723,265
(2,043,824)
Cash (used in)/generated from operations
(3,950,094)
695,273
NAVIAM ACQUISITION CORP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 49 -
34
Analysis of changes in net debt - group
1 July 2024
Cash flows
Acquisitions and disposals
Other non-cash changes
Exchange rate movements
30 June 2025
£
£
£
£
£
£
Cash at bank and in hand
4,649,722
(604,667)
607,997
-
-
4,653,052
Borrowings excluding overdrafts
(1,669,987)
(1,577,038)
-
-
-
(3,247,025)
Loan notes
(61,427,578)
(7,724,950)
-
(1,100,319)
340,709
(69,912,138)
(58,447,843)
(9,906,655)
607,997
(1,100,319)
340,709
(68,506,111)

Non-cash movements relate to f inance charges accrued on loan notes.

There are no restrictions over the us e of the cash and cash equivalents balances which comprises cash at bank and in hand, and bank overdrafts.

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