Company registration number 13060850 (England and Wales)
MAVEGA GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
MAVEGA GROUP LIMITED
COMPANY INFORMATION
Director
Mr G Borriello
Company number
13060850
Registered office
Colette House
52- 55 Piccadilly
London
W1J 0DX
Auditor
Ensors
Connexions
159 Princes Street
Ipswich
IP1 1QJ
MAVEGA GROUP LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2
Director's responsibilities statement
3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group statement of financial position
8
Company statement of financial position
9
Group statement of changes in equity
10 - 11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 32
MAVEGA GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Review of the business

The directors consider the Group's key performance indicators to be turnover and operating income. The Group continues to ensure fixed costs are maintained reasonably low.

Turnover in 2025 has decreased to $30.9m from $36m in 2024, due to adverse market conditions in the first half of the year.

Principal risks and uncertainties

Shipping is a global industry and affected by global trends, all of which potentially impact the business (favourably or otherwise). For instance, the Group may face risks from unfavourable foreign exchange fluctuations, as most of its revenue is generated in US dollars while the majority of its expenses are incurred in local currencies.

Management constantly monitors foreign exchange fluctuations to limit risks and negative impacts on the profitability of the Group. At the reporting date, the Group had no foreign exchange risk hedging instruments outstanding.

Liquidity risk is mitigated by maintaining adequate cash reserves and regular cash flow forecasting. At the reporting date, the Group had no financing arrangements or outstanding financial indebtedness. Accordingly, its exposure to interest rate and related cash flow risk was not considered significant.

Development and performance

The Group continues to have a healthy cash position at the year end of $8.7m (2024: $10.3m). Alongside a strong net asset position at 31 December 2025 of $16.8m (2024 : $16.4m), the group has significant resources to continue developing the business. Initial 2026 trading indicates continued positive performance.

Key performance indicators

The key financial indicators monitored by the Group include turnover, shareholders funds and cash.

On behalf of the board

Mr G Borriello
Director
14 August 2026
MAVEGA GROUP LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company and group continued to be that of shipbroking.

Results and dividends

The results for the year are set out on page 8.

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

Director

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

Mr G Borriello
Mr M Caleo
(Resigned 30 April 2025)
Future developments

The Group continues to monitor market conditions and geopolitical developments that may affect shipping markets, trade flows and client activity. Management remains focused on maintaining operational continuity, financial discipline and a prudent approach to future business opportunities. The recent events in the Strait of Hormuz have been monitored by the Group and, to date, have not had a negative impact on its business.

Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk disclosures.

Statement of disclosure to auditor

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

On behalf of the board
Mr G Borriello
Director
14 August 2026
MAVEGA GROUP LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

United Kingdom company law requires the director to prepare financial statements for each financial year. Under that law, the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable 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.

The director is 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. He is 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.

MAVEGA GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MAVEGA GROUP LIMITED
- 4 -
Opinion

We have audited the financial statements of Mavega Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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).

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 31 December 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the director's report have been prepared in accordance with applicable legal requirements.

MAVEGA GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAVEGA GROUP LIMITED
- 5 -
Matters on which we are required to report by exception

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 director's r eport.

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

- adequate accounting records have not been kept 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 director

As explained more fully in the director's r esponsibilities s tatement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the 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 director either intends to liquidate the group or parent company or to cease operations, or has 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.

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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework;

- inquired of group management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. Through discussion with directors, and from our own knowledge of and experience of the sector in which the group operates we identified the following areas where we consider there is a higher risk of fraud: transactions and balances with related parties, revenue recognition, recoverability of debts, and management override of systems and control.

MAVEGA GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAVEGA GROUP LIMITED
- 6 -

Auditor's responsibilities for the audit of the financial statements (continued)

We performed audit procedures to address the risks noted above, which included the following:

- Testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions

- Review of related party transactions ensuring they have an appropriate business rationale

- Testing a sample of sales contracts to ensure commission on voyages is appropriately recognised

- Agreeing a sample of trade debtors and accrued income balances to post year end receipt or other evidence of recoverability

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is we would become aware of non-compliance.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

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.

Barry Gostling (Senior Statutory Auditor)
For and on behalf of Ensors, Statutory Auditor
Chartered Accountants
Connexions
159 Princes Street
Ipswich
IP1 1QJ
14 August 2026
MAVEGA GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
as restated
Notes
$
$
Turnover
3
30,973,438
36,057,231
Cost of sales
(2,219,240)
(2,576,794)
Gross profit
28,754,198
33,480,437
Administrative expenses
(25,460,954)
(25,274,682)
Other operating income
678,847
637,903
Operating profit
4
3,972,091
8,843,658
Income from other fixed asset investments
7
13,052
-
Other interest receivable and similar income
7
14,574
18,300
Interest payable and similar expenses
8
(195,494)
(272,864)
Profit before taxation
3,804,223
8,589,094
Tax on profit
9
(1,245,776)
(2,362,456)
Profit for the financial year
2,558,447
6,226,638
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
539,109
(316,466)
Total comprehensive income for the year
3,097,556
5,910,172
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
MAVEGA GROUP LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
as restated
Notes
$
$
$
$
Fixed assets
Goodwill
10
7,848,211
11,127,037
Other intangible assets
10
2,465
6,313
Total intangible assets
7,850,676
11,133,350
Tangible assets
11
544,901
612,741
Investments
12
1,177,764
-
0
9,573,341
11,746,091
Current assets
Debtors
14
21,709,231
20,741,944
Cash at bank and in hand
8,677,435
10,344,306
30,386,666
31,086,250
Creditors: amounts falling due within one year
15
(19,850,223)
(23,090,561)
Net current assets
10,536,443
7,995,689
Total assets less current liabilities
20,109,784
19,741,780
Provisions for liabilities
Provisions
16
3,356,862
3,354,727
(3,356,862)
(3,354,727)
Net assets
16,752,922
16,387,053
Capital and reserves
Called up share capital
19
1,232
1,232
Share premium account
8,632,389
8,632,389
Other reserves
852,102
556,769
Profit and loss reserves
7,267,199
7,196,663
Total equity
16,752,922
16,387,053

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

The financial statements were approved by the board of directors and authorised for issue on 14 August 2026 and are signed on its behalf by:
14 August 2026
Mr G Borriello
Director
Company registration number 13060850 (England and Wales)
MAVEGA GROUP LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
$
$
$
$
Fixed assets
Investments
12
16,754,193
16,616,909
Current assets
Debtors
14
49,109
48,285
Cash at bank and in hand
3,388
5,368
52,497
53,653
Creditors: amounts falling due within one year
15
(8,322,444)
(8,175,599)
Net current liabilities
(8,269,947)
(8,121,946)
Net assets
8,484,246
8,494,963
Capital and reserves
Called up share capital
19
1,232
1,232
Share premium account
8,632,389
8,632,389
Other reserves
1,112,382
708,128
Profit and loss reserves
(1,261,757)
(846,786)
Total equity
8,484,246
8,494,963

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 $414,971 (2024 - $387,284 loss).

The financial statements were approved by the board of directors and authorised for issue on 14 August 2026 and are signed on its behalf by:
14 August 2026
Mr G Borriello
Director
Company registration number 13060850 (England and Wales)
MAVEGA GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Reserve from consolidation
Share-based payment reserve
Profit and loss reserves
Total
Notes
$
$
$
$
$
$
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
1,232
8,632,389
(151,359)
332,379
6,133,211
14,947,852
Revised acquisition accounting
-
-
-
-
(110,470)
(110,470)
As restated
1,232
8,632,389
(151,359)
332,379
6,022,741
14,837,382
Year ended 31 December 2024:
Profit for the year
-
-
-
-
6,226,638
6,226,638
Other comprehensive income:
Currency translation differences
-
-
-
-
(316,466)
(316,466)
Total comprehensive income
-
-
-
-
5,910,172
5,910,172
Dividends
-
-
-
-
(4,736,250)
(4,736,250)
Credit to equity for equity settled share-based payments
-
-
-
375,749
-
375,749
Balance at 31 December 2024
1,232
8,632,389
(151,359)
708,128
7,196,663
16,387,053
MAVEGA GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital
Share premium account
Reserve from consolidation
Share-based payment reserve
Profit and loss reserves
Total
Notes
$
$
$
$
$
$
- 11 -
Year ended 31 December 2025:
Profit for the year
-
-
-
-
2,558,447
2,558,447
Other comprehensive income:
Currency translation differences
-
-
-
-
539,109
539,109
Total comprehensive income
-
-
-
-
3,097,556
3,097,556
Dividends
-
-
-
-
(3,027,020)
(3,027,020)
Credit to equity for equity settled share-based payments
-
-
-
404,254
-
404,254
Other movements
-
-
(108,921)
-
-
(108,921)
Balance at 31 December 2025
1,232
8,632,389
(260,280)
1,112,382
7,267,199
16,752,922
MAVEGA GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Share premium account
Share-based payment reserve
Profit and loss reserves
Total
$
$
$
$
$
Balance at 1 January 2024
1,232
8,632,389
332,379
(459,502)
8,506,498
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(387,284)
(387,284)
Credit to equity for equity settled share-based payments
-
-
375,749
-
375,749
Balance at 31 December 2024
1,232
8,632,389
708,128
(846,786)
8,494,963
Year ended 31 December 2025:
Loss and total comprehensive income for the year
-
-
-
(414,971)
(414,971)
Credit to equity for equity settled share-based payments
-
-
404,254
-
404,254
Balance at 31 December 2025
1,232
8,632,389
1,112,382
(1,261,757)
8,484,246
MAVEGA GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
as restated
Notes
$
$
$
$
Cash flows from operating activities
Cash generated from operations
26
6,261,798
12,616,093
Interest received
27,626
18,300
Interest paid
(195,494)
(272,864)
Income taxes paid
(2,261,596)
(922,126)
Net cash inflow from operating activities
3,832,334
11,439,403
Investing activities
Purchase of intangible assets
-
(248,922)
Purchase of tangible fixed assets
(112,790)
(90,117)
Proceeds from disposal of tangible fixed assets
14,769
45,029
Purchase of investments
(1,435,032)
-
Settlement of deferred acquisition consideration
(1,949,165)
-
Increase in related party loans
593,312
-
Repayment of loans
-
(20,647)
Net cash used in investing activities
(2,888,906)
(314,657)
Financing activities
Foreign exchange movements on unpaid share capital of subsidiaries
-
(4,245)
Dividends paid to equity shareholders
(3,027,020)
(4,736,250)
Net cash used in financing activities
(3,027,020)
(4,740,495)
Net (decrease)/increase in cash and cash equivalents
(2,083,592)
6,384,251
Cash and cash equivalents at beginning of year
10,344,306
4,294,364
Effect of foreign exchange rates
416,721
(334,309)
Cash and cash equivalents at end of year
8,677,435
10,344,306
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information

Mavega Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Colette House, 52-55 Piccadilly, London, W1J 0DX.

The group consists of Mavega Group Limited and all of its subsidiaries.

1.1
Basis of preparation

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 USD, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest $.

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

The company 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 group. The company 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

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.

MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Mavega Group Limited 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 31 December 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 group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

A t the time of approving the financial statements, t he director has a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

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

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

MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -

Amortisation 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:

Other intangible assets
33% straight line
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:

Leasehold improvements
33% straight line
Plant and equipment
25% 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 income statement.

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.

1.10
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.

MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -

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.

1.11
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.

1.12
Financial instruments

The group 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 group's statement of financial position when the group 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.

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 group 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.

MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
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.

1.14
Taxation

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

Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.15
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.

1.16
Employee benefits

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

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

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

1.17
Retirement benefits

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

1.18
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.19
Leases
As lessee

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

MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
2
Judgements and key sources of estimation uncertainty

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

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

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.

Provisions for bad and doubtful debts

Provisions are raised against debtors where there is uncertainty over whether they will be recoverable. Calculation of these provisions requires judgements to be made about the recoverability of debts that remain outstanding at the date of the approval of the financial statements.

Earnout provision

The group has recognised a provision for the expected earnout payment that will become payable to the previous owners of a subsidiary company acquired by the group. Calculation of this provision requires estimates of the anticipated EBITDA of the subsidiary over the 5 year earnout period.

Share-based payment transactions

The weighted average fair value of options granted in the year was determined by reference to the expected value of the business at the exercise date based on anticipated Group EBITDA, applying a Lack of marketability discount, and the number of employees expected to be in service at the date of vesting.

3
Turnover and other revenue
2025
2024
$
$
Turnover analysed by class of business
Ship broking services
30,973,438
36,057,231
2025
2024
$
$
Turnover analysed by geographical market
United Kingdom
305,513
537,141
Europe
10,499,778
15,154,927
Rest of the world
20,168,147
20,365,163
30,973,438
36,057,231
2025
2024
$
$
Other revenue
Interest income
14,574
18,300
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
4
Operating profit
2025
2024
$
$
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(212,399)
116,818
Fees payable to the group's auditor for the audit of the group's financial statements
39,961
38,600
Depreciation of tangible fixed assets
135,432
125,327
Amortisation of intangible assets
3,185,525
3,155,868
Share-based payments
404,254
375,749
Operating lease charges
647,288
515,576
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Sales and administration
82
65
-
-
Directors
1
2
-
-
Total
83
67
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
$
$
$
$
Wages and salaries
15,127,572
14,909,740
404,254
375,749
Social security costs
882,101
419,436
-
-
Pension costs
189,035
37,247
-
0
-
0
16,198,708
15,366,423
404,254
375,749
6
Director's remuneration
2025
2024
$
$
Remuneration for qualifying services
582,768
750,948
Company pension contributions to defined contribution schemes
3,097
2,392
585,865
753,340
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Director's remuneration
(Continued)
- 22 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
$
$
Remuneration for qualifying services
514,418
480,645
Company pension contributions to defined contribution schemes
1,779
704
516,197
481,349
7
Interest receivable and similar income
2025
2024
$
$
Interest income
Interest on bank deposits
-
0
18,300
Other interest income
14,574
-
Total interest revenue
14,574
18,300
Income from fixed asset investments
Income from other fixed asset investments
13,052
-
0
Total income
27,626
18,300
Disclosed on the income statement as follows:
Income from other fixed asset investments
13,052
-
Other interest receivable and similar income
14,574
18,300
8
Interest payable and similar expenses
2025
2024
$
$
Interest payable to group undertakings
-
0
(148,421)
Other interest
195,494
421,285
Total finance costs
195,494
272,864
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
9
Taxation
2025
2024
$
$
Current tax
UK corporation tax on profits for the current period
-
0
594,824
Adjustments in respect of prior periods
(102,345)
229,580
Total UK current tax
(102,345)
824,404
Foreign current tax on profits for the current period
964,679
1,538,052
Adjustments in foreign tax in respect of prior periods
383,442
-
0
Total current tax
1,245,776
2,362,456

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

2025
2024
$
$
Profit before taxation
3,804,223
8,589,094
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
951,056
2,147,274
Tax effect of expenses that are not deductible in determining taxable profit
1,077,521
934,333
Tax effect of income not taxable in determining taxable profit
-
0
(42,970)
Change in unrecognised deferred tax assets
-
0
(180,524)
Adjustments in respect of prior years
281,097
-
0
Effect of overseas tax rates
(1,063,898)
(700,398)
Foreign exchange differences
-
0
204,741
Taxation charge
1,245,776
2,362,456
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
10
Intangible fixed assets
Group
Goodwill
Other intangible assets
Total
$
$
$
Cost
At 1 January 2025
15,791,906
78,057
15,869,963
Disposals
-
0
(72,039)
(72,039)
Adjustment to acquisition considation
(95,489)
-
0
(95,489)
Exchange adjustments
-
0
809
809
At 31 December 2025
15,696,417
6,827
15,703,244
Amortisation and impairment
At 1 January 2025
4,664,869
71,744
4,736,613
Amortisation charged for the year
3,183,337
2,188
3,185,525
Disposals
-
0
(71,744)
(71,744)
Exchange adjustments
-
0
2,174
2,174
At 31 December 2025
7,848,206
4,362
7,852,568
Carrying amount
At 31 December 2025
7,848,211
2,465
7,850,676
At 31 December 2024
11,127,037
6,313
11,133,350
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.

Goodwill relates to the acquisition of Bernhard von Blomberg Gessellscaft fur maritimen Handelsverkehr mbH on 30 June 2023. The remaining amortisation period for this goodwill is 2.5 years.

MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Motor vehicles
Total
$
$
$
$
Cost
At 1 January 2025
37,657
969,873
460,805
1,468,335
Additions
-
0
112,790
-
0
112,790
Disposals
-
0
(149,215)
(38,276)
(187,491)
Exchange adjustments
-
0
60,056
56,474
116,530
At 31 December 2025
37,657
993,504
479,003
1,510,164
Depreciation and impairment
At 1 January 2025
37,657
560,456
257,481
855,594
Depreciation charged in the year
-
0
79,282
56,150
135,432
Eliminated in respect of disposals
-
0
(71,023)
(27,113)
(98,136)
Exchange adjustments
-
0
21,668
50,705
72,373
At 31 December 2025
37,657
590,383
337,223
965,263
Carrying amount
At 31 December 2025
-
0
403,121
141,780
544,901
At 31 December 2024
-
0
409,417
203,324
612,741
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
$
$
$
$
Investments in subsidiaries
13
-
0
-
0
16,754,193
16,616,909
Listed investments
1,177,764
-
0
-
0
-
0
1,177,764
-
0
16,754,193
16,616,909
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Group
Investments
$
Cost or valuation
At 1 January 2025
-
Additions
1,435,032
Valuation changes
(257,268)
At 31 December 2025
1,177,764
Carrying amount
At 31 December 2025
1,177,764
At 31 December 2024
-

The increase in fixed asset investments is mainly attributable to the acquisition of shares listed on a regulated market. The investment is held for investment purposes and is measured at fair value at year-end.

Movements in fixed asset investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 January 2025
16,616,909
Additions
137,284
At 31 December 2025
16,754,193
Carrying amount
At 31 December 2025
16,754,193
At 31 December 2024
16,616,909

The increase in fixed asset investments is attributable to capital contributions to subsidiaries occurred during the year.

13
Subsidiaries

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

MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Subsidiaries
(Continued)
- 27 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Mavega Asia Pte Limited
6 Battery Road, #15-05, 049909, Singapore
Ordinary
100.00
-
Mavega Italia Srl
Via dell?annunciata 21, 20121 Milan, Italy
Ordinary
100.00
-
Mavega Geneve SA
Via Zorzi 4 6901, Paradiso, Switzerland
Ordinary
100.00
-
Mavega UK Limited
Colette House, 52-55 Picadilly, London, W1J 0DX
Ordinary
100.00
-
Mavega Guangzhou Company Limited
Room 1402, Carton Fair Tower, 679 Fengpu zhong lu Road, 510335 Guangzhou, China
Ordinary
0
100.00
Bernhard von Blomberg Gessellscaft fur maritimen Handelsverkehr mbH
Mühlenkamp 6c, Hamburg, 22303, Germany
Ordinary
0
100.00
Mavega Group FZCo
JBC 2 Cluster V Jumeirah lakes Tower, Dubai
Ordinary
0
100.00
Mavega HK Limited
Rooms 1001-03, 0/F Wing On Kowloon CTR 345, Nathan Road, KLN, Hong Kong
Ordinary
100.00
-
Mavega Greece Limited
Rooms 1001-03, 0/F Wing On Kowloon CTR 345, Nathan Road, KLN, Hong Kong
Ordinary
100.00
-
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
$
$
$
$
Trade debtors
6,145,006
5,153,581
-
0
-
0
Unpaid share capital
-
0
100
-
0
-
0
Corporation tax recoverable
-
0
23,273
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
47,890
46,890
Other debtors
5,816,108
5,232,753
1,219
1,218
Prepayments and accrued income
9,748,117
10,332,237
-
0
177
21,709,231
20,741,944
49,109
48,285
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
$
$
$
$
Trade creditors
1,850,474
1,370,510
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
7,397,103
7,250,257
Corporation tax payable
1,093,826
2,128,779
-
0
-
0
Other taxation and social security
177,969
165,994
-
0
-
0
Other creditors
8,069,945
10,037,716
925,341
925,342
Accruals and deferred income
8,658,009
9,387,562
-
0
-
0
19,850,223
23,090,561
8,322,444
8,175,599
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
16
Provisions for liabilities
Group
Company
2025
2024
2025
2024
$
$
$
$
Provisions
3,356,862
3,354,727
-
-
Movements on provisions:
Provisions
Group
$
At 1 January 2025
3,354,727
Additional provisions in the year
97,625
Reversal of provision
(95,490)
At 31 December 2025
3,356,862

Provisions for liabilities includes $3,099,296 (2024: $3,195,296) in respect the estimated earn out payable in respect of the acquisition of a subsidiary.

17
Retirement benefit schemes
2025
2024
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
189,035
37,247

A defined contribution pension scheme is operated for all qualifying employees. The assets of the UK scheme are held separately from those of the group in an independently administered fund.

18
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
$
$
Outstanding at 1 January 2025 and 31 December 2025
3,552
3,604
885.00
898.00
Exercisable at 31 December 2025
-
-
-
-
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
18
Share-based payment transactions
(Continued)
- 29 -

The options outstanding at 31 December 2025 had an exercise price of GBP 700 (USD 885) per share, and a remaining contractual life of 1 year.

Outstanding at 1 January 2025
3,604
Cancelled during the year
(52)
Outstanding at 31 December 2025
3,552
Group and company

The weighted average fair value of options granted in the year was determined by reference to the expected value of the business at the exercise date based on anticipated Group EBITDA.

The value of the options has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and minority interest.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

Group
Company
2025
2024
2025
2024
$
$
$
$
Expenses recognised in the year
Arising from equity settled share based payment transactions
404,254
375,749
404,254
375,749
19
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of 10p each
10,101
10,101
1,232
1,232

20
Dividends

Dividends paid during the year comprise distributions made by a subsidiary to the holders of its non-voting preference shares.

21
Financial commitments, guarantees and contingent liabilities

Mavega Group Limited has issued a guarantee in favour of the previous owners of Bernhard von Blomberg Gesellschaft für maritimen Handelsverkehr mbH, totalling EUR 7,500,000 in respect of deferred consideration payments due under the sale and purchase agreement.

MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
22
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
664,801
144,384
-
-
Years 2-5
1,534,408
348,928
-
-
After 5 years
958,174
-
-
-
3,157,383
493,312
-
-
23
Events after the reporting date

Subsequent to the reporting date, regional geopolitical tensions escalated following military actions involving Iran and certain locations in the United Arab Emirates during March 2026. Management has assessed the potential impact of these events on the Group’s operations, assets, and supply chain. As at the date of approval of these financial statements, no material disruption to operations has occurred, and no damage to the Group’s assets has been identified. Given the evolving nature of the situation, management continues to monitor developments closely. Based on the information available to date, management has concluded that these events represent non-adjusting subsequent events, and therefore no adjustments have been made to the financial statements for the year ended December 31, 2025.

24
Related party transactions
Transactions with related parties
2025
2024
$
$
Group
Other operating income
59,205
18,127
Brokerage income
864,014
1,310,319
Finance recharges income
489,607
382,870
Commissions payable
24,476
34,158
Rental expense
258,668
27,798
Consultancy expense
228,000
243,749
Other expenses
40,814
526,152

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
$
$
Group
Other related parties
5,208,495
4,308,312
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
24
Related party transactions
(Continued)
- 31 -

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
$
$
Group
Key management personnel
2,136,821
1,966,207
Other related parties
3,987,382
1,862,238
25
Controlling party

Mavega Group Limited is under the control of Giuseppe Borriello, director.

26
Cash generated from group operations
2025
2024
$
$
Profit after taxation
2,558,447
6,226,638
Adjustments for:
Taxation charged
1,245,776
2,362,456
Finance costs
195,494
272,864
Investment income
(27,626)
(18,300)
Loss on disposal of tangible fixed assets
74,586
-
Amortisation and impairment of intangible assets
3,185,525
3,155,868
Depreciation and impairment of tangible fixed assets
135,432
125,327
Equity settled share based payment expense
404,254
375,749
Increase in provisions
97,625
312,306
Fixed asset investment valuation changes
257,268
-
Bad debt provision accrual / (release)
(151,919)
-
Movements in working capital:
Increase in debtors
(1,203,380)
(507,977)
(Decrease)/increase in creditors
(509,684)
311,162
Cash generated from operations
6,261,798
12,616,093
27
Analysis of changes in net funds - group
1 January 2025
Cash flows
Exchange rate movements
31 December 2025
$
$
$
$
Cash at bank and in hand
10,344,306
(2,083,592)
416,721
8,677,435
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
28
Revised acquisition accounting

During the current period, the Group completed a reassessment of the acquisition accounting relating to the purchase of a subsidiary on 30 June 2023. As part of this reassessment, it was determined that a liability arising under the acquisition arrangements, relating to amounts payable to the former shareholders of the subsidiary, formed part of the acquisition-date liabilities. The liability has therefore been included in determining the fair value of the identifiable net assets acquired, with a corresponding increase in goodwill.

The comparative financial information has been restated to reflect the revised acquisition accounting. The impact on the Group’s comparative financial information is set out below.

Reconciliation of changes in equity - group
1 January
31 December
2024
2024
$
$
Effect of revised acquisition accounting
Goodwill
994,232
773,291
Creditors
(1,104,702)
(291,365)
Total adjustments
(110,470)
481,926
Equity as previously reported
14,947,852
15,905,127
Equity as adjusted
14,837,382
16,387,053
Analysis of the effect upon equity
Profit and loss reserves
(110,470)
481,926
Effect on 2024 profit
2024
$
Effect of revised acquisition accounting
Additional goodwill amortisation arising from revised acquisition accounting
(220,941)
Profit as previously reported
6,447,579
Profit as adjusted
6,226,638
Effect on 2024 cashflow statement
2024
$
Effect of revised acquisition accounting
Reduction in working capital movements in respect of creditors
(813,337)
Cash from operating activities as previously reported
13,429,430
Cash from operating activities as adjusted
12,616,093
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