Envoy Bidco Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company registration number 14953413 (England and Wales)
Envoy Bidco Limited
Company Information
Directors
H Hyldahn
A V Mecser
(Appointed 30 January 2026)
Company number
14953413
Registered office
Suite 1, 7th Floor
50 Broadway
London
United Kingdom
SW1H 0DB
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Business address
Suite 1, 7th Floor
50 Broadway
London
United Kingdom
SW1H 0DB
Envoy Bidco Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group statement of financial position
12 - 13
Parent company statement of financial position
14
Group statement of changes in equity
15
Parent company statement of changes in equity
16
Group statement of cash flows
17
Parent company statement of cash flows
18
Notes to the financial statements
19 - 49
Envoy Bidco Limited
Strategic Report
For the year ended 31 December 2025
Page 1

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

Business performance

Envoy Bidco is 100% owned by Marcura Envoy Holding Limited, a Dubai-based company.

The Marcura Group is based in Dubai, with Marcura Envoy Holding Limited being 100% owned by Marcura Equities Limited, the main Holding company for all Marcura trading entities.

Envoy Bidco Limited is the parent company of ShipServ Limited and its subsidiaries and VesselMan AS and its subsidiaries. ShipServ operates from multiple offices globally, including the Philippines, Denmark, the United Kingdom, Singapore, and the USA. The business continues to grow its business with product development initiatives that deliver value to customers.

The business continues to grow strongly with the value of transactions processed via the platform. The value of transactions on platform increased by $400 million, driven by the increase in transactions per vessel. This led to an increase of $0.9 million in revenues from trading on the platform in 2025 and $1.0 million in 2024.

In 2024, Envoy Bidco Limited acquired VesselMan Group, a cloud-based maritime project and process management software business based in Norway and Singapore, strengthening the Group’s service offering. VesselMan Singapore was struck off on 17 October 2025. VesselMan contributed $1.7 million to the Group’s reportable revenue in 2025.

Key performance indicators

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

- Total value of transactions traded on the platform - Gross Merchandise Value (GMV) $6.9 billion (2024: $6.5 billion)

- Revenue - $22.1 million (2024: $19.51 million)

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

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

- Underlying EBITDA - $5.4 million (2024: $5.03 million)

EBITDA is profit adjusted for interest expense, depreciation, and amortisation.

Principal risks and uncertainties

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

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

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

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

Envoy Bidco Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 2
Regulatory risk

Being part of the Marcura Group creates cross-selling opportunities for both ShipServ and Marcura, with both businesses leveraging from the strong customer relationships that have been established over several years.

Being part of a larger Group also provides the opportunity for ShipServ to consider future acquisitions more actively, where it makes sense to do so to accelerate the roll-out of new features and functionality to our customers.

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

Operational risk

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

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

Macroeconomic environment risk

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

Foreign c urrency r isk

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

Credit r isk

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

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

Envoy Bidco Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 3

The strategic report has been approved by the Board of Directors on

On behalf of the board

A V Mecser
Director
24 August 2026
Envoy Bidco Limited
Directors' Report
For the year ended 31 December 2025
Page 4

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

Principal activities

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

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

H Hyldahn
S Sasikumar
(Appointed 14 March 2025 and resigned 29 January 2026)
A V Mecser
(Appointed 30 January 2026)
P Greensmith
(Resigned 13 March 2025)
Research and development

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

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

- Enhancing the functionality, scalability, and security of the ShipServ platform.

- Developing new features to improve user experience and efficiency for both suppliers and buyers.

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

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

Auditor

Moore Kingston Smith LLP were appointed as auditor to the company and in accordance with section 487 of the Companies Act 2006, is deemed to be reappointed.

Envoy Bidco Limited
Directors' Report (Continued)
For the year ended 31 December 2025
Page 5
Statement of directors' responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

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

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

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

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

Statement of disclosure to auditor

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

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

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

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

Disclosure in the strategic report

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

Envoy Bidco Limited
Directors' Report (Continued)
For the year ended 31 December 2025
Page 6
Going concern

While Envoy Bidco Limited does not itself trade externally, its subsidiary companies continue to trade profitably and generate operating cash flow surpluses before interest and taxes. As at 31 December 2025, Envoy Bidco Limited has loan notes totalling $89.8 million (2024: $89.8 million) owed to a group company, Marcura Equities Ltd, which is part of the group headed by Marcura Holding Limited (Marcura). The loan notes mature at various dates ranging from August 2029 to December 2030. For the year ended 31 December 2025, the group had net liabilities of $20.9 million (2024: $14.4 million) and incurred a loss of $7.0 million (2024: $6.5 million) including interest of $11.4 million (2024: $9.8 million) on its borrowings owed to Marcura Equities Ltd. The interest is payable annually in arrears and can be settled either in cash or by issuing PIK notes in amounts equal to the amount of interest due. See note 21 for more detail.

The directors have received confirmation that Marcura will continue to provide financial support to both the g roup headed by Envoy Bidco Limited and the company itself on an ongoing basis as required for a period of at least 12 months from the date of approval of the se financial statements.

In light of this commitment and having considered the trading performance of the group's subsidiar ies, along with that of Marcura, the directors have, at the time of approving the financial statements, a reasonable expectation that both the Envoy Bidco group, and the company itself, ha ve adequate resources to continue in operational existence and to meet their liabilities as they fall due for 12 months from the date of approving the financial statements.

Therefore, the c onsolidated and company f inancial s tatements continue to be prepared on the going concern basis.

On behalf of the board
A V Mecser
Director
24 August 2026
Envoy Bidco Limited
Independent Auditor's Report
To the Members of Envoy Bidco Limited
Page 7
Opinion

We have audited the financial statements of Envoy Bidco 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 and Company Statement Of Financial Position, the Group and Company Statement of Changes in Equity, the Group and Company Statement of Cash Flows and the Group and Company notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

- the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;

- the group financial statements have been properly prepared in accordance with UK adopted International Accounting Standards;

- the parent company financial statements have been properly prepared in accordance with UK adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

- the financial statements 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 directors with respect to going concern are described in the relevant sections of this report.

Envoy Bidco Limited
Independent Auditor's Report (Continued)
To the Members of Envoy Bidco Limited
Page 8

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the Strategic Report and the Directors' 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Envoy Bidco Limited
Independent Auditor's Report (Continued)
To the Members of Envoy Bidco Limited
Page 9
Auditor's responsibilities for the audit of the financial statements

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

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

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

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

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

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

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

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

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

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

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

Envoy Bidco Limited
Independent Auditor's Report (Continued)
To the Members of Envoy Bidco Limited
Page 10

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK adopted international accounting standards, and UK taxation legislation.

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

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

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

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

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

Use of our report

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

Katherine Edwards (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
25 August 2026
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Envoy Bidco Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2025
Page 11
2025
2024
Notes
$
$
Revenue
4
22,150,942
19,511,307
Cost of sales
(2,663,728)
(1,450,088)
Gross profit
19,487,214
18,061,219
Other operating income
65,238
5,341
Administrative expenses
(17,737,282)
(16,647,019)
Operating profit
6
1,815,170
1,419,541
Investment revenues
9
10,779
-
0
Finance costs
10
(11,429,600)
(9,899,925)
Other gains and losses
11
40,701
-
0
Loss before taxation
(9,562,950)
(8,480,384)
Income tax income
12
2,482,020
2,004,725
Loss for the year
(7,080,930)
(6,475,659)
Other comprehensive income:
Items that will not be reclassified to profit or loss
Actuarial loss on defined benefit pension schemes
(16,294)
(33,211)
Total items that will not be reclassified to profit or loss
(16,294)
(33,211)
Items that may be reclassified to profit or loss
Currency translation differences:
- Translation (loss)/gain arising in the year
(22,399)
61,786
Total items that may be reclassified to profit or loss
(22,399)
61,786
Total other comprehensive income for the year
(38,693)
28,575
Total comprehensive income for the year
(7,119,623)
(6,447,084)
The result for the year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Envoy Bidco Limited
Group Statement Of Financial Position
As at 31 December 2025
Page 12
2025
2024
Notes
$
$
ASSETS
Non-current assets
Goodwill
13
45,026,328
45,026,328
Intangible assets
13
26,909,917
30,241,827
Property, plant and equipment
14
114,079
84,464
Right-of-use assets
14
154,759
315,416
Deferred tax asset
28
4,950,436
4,927,301
77,155,519
80,595,336
Current assets
Contract assets
5
138,451
182,837
Trade and other receivables
17
8,836,911
12,147,189
Cash and cash equivalents
1,613,979
2,721,754
10,589,341
15,051,780
Total assets
87,744,860
95,647,116
EQUITY
Called up share capital
30
1
1
Pension reserve
31
(93,563)
(33,211)
Foreign currency translation reserve
32
39,387
61,786
Retained earnings
(20,915,528)
(14,402,145)
Total equity
(20,969,703)
(14,373,569)
LIABILITIES
Non-current liabilities
Borrowings
21
89,862,512
89,862,512
Lease liabilities
27
148,384
233,842
Deferred tax liabilities
28
6,845,336
7,692,668
Retirement benefit obligations
29
451,391
352,595
97,307,623
98,141,617
Envoy Bidco Limited
Group Statement Of Financial Position (Continued)
As at 31 December 2025
2025
2024
Notes
$
$
Page 13
Current liabilities
Trade and other payables
25
6,162,771
7,181,921
Contract liabilities
5
5,092,356
4,528,138
Current tax liabilities
33,980
20,423
Lease liabilities
27
117,833
148,586
11,406,940
11,879,068
Total liabilities
108,714,563
110,020,685
Total equity and liabilities
87,744,860
95,647,116
The financial statements were approved by the board of directors and authorised for issue on 24 August 2026 and are signed on its behalf by:
A V Mecser
Director
Company registration number 14953413 (England and Wales)
Envoy Bidco Limited
Company Statement Of Financial Position
As at 31 December 2025
31 December 2025
Page 14
2025
2024
Notes
$
$
ASSETS
Non-current assets
Investments
15
81,118,065
81,118,065
Current assets
Trade and other receivables
18
2,909,733
7,408,867
Cash and cash equivalents
31,712
175,518
2,941,445
7,584,385
Total assets
84,059,510
88,702,450
EQUITY
Called up share capital
1
1
Retained earnings
(15,944,281)
(7,659,900)
Total equity
(15,944,280)
(7,659,899)
LIABILITIES
Non-current liabilities
Borrowings
21
89,862,512
89,862,512
Current liabilities
Trade and other payables
26
10,141,278
6,499,837
Total liabilities
100,003,790
96,362,349
Total equity and liabilities
84,059,510
88,702,450

As permitted by true s408 Companies Act 2006, the c ompany has not presented its own income statement and related notes. The c ompany’s loss for the year was $8,284,381 (2024 - $790,714 loss).

The financial statements were approved by the board of directors and authorised for issue on ......................... and are signed on its behalf by:
A V Mecser
Director
Company registration number 14953413 (England and Wales)
Envoy Bidco Limited
Group Statement of Changes in Equity
For the year ended 31 December 2025
Page 15
Share capital
Pension reserve
Foreign currency translation reserve
Retained earnings
Total
$
$
$
$
$
Balance at 1 January 2024
1
-
-
0
(7,926,486)
(7,926,485)
Year ended 31 December 2024:
Loss for the year
-
-
-
(6,475,659)
(6,475,659)
Other comprehensive income:
Actuarial gains on pensions scheme
-
(33,211)
-
-
(33,211)
Currency translation differences
-
-
61,786
-
0
61,786
Total comprehensive income for the year
-
(33,211)
61,786
(6,475,659)
(6,447,084)
Balance at 31 December 2024
1
(33,211)
61,786
(14,402,145)
(14,373,569)
Year ended 31 December 2025:
Loss for the year
-
-
-
(7,080,930)
(7,080,930)
Other comprehensive income:
Actuarial gains on pensions scheme
-
(16,294)
-
-
(16,294)
Currency translation differences
-
-
(22,399)
-
0
(22,399)
Total comprehensive income for the year
-
(16,294)
(22,399)
(7,080,930)
(7,119,623)
Transfer to other reserves
-
(44,058)
-
44,058
-
Other movements
-
-
-
523,489
523,489
Balance at 31 December 2025
1
(93,563)
39,387
(20,915,528)
(20,969,703)
Envoy Bidco Limited
Company Statement of Changes in Equity
For the year ended 31 December 2025
Page 16
Share capital
Retained earnings
Total
$
$
$
Balance at 1 January 2024
1
(6,869,186)
(6,869,185)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(790,714)
(790,714)
Balance at 31 December 2024
1
(7,659,900)
(7,659,899)
Year ended 31 December 2025:
Loss and total comprehensive income for the year
-
(8,284,381)
(8,284,381)
Balance at 31 December 2025
1
(15,944,281)
(15,944,280)
Envoy Bidco Limited
Group Statement of Cash Flows
For the year ended 31 December 2025
Page 17
2025
2024
Notes
$
$
$
$
Cash flows from operating activities
Cash generated from operations
38
10,891,090
2,956,677
Interest paid
(11,389,149)
(2,249,980)
Income taxes paid
(113,746)
(131,561)
Net cash (outflow)/inflow from operating activities
(611,805)
575,136
Investing activities
Purchase of intangible assets
(61,055)
(300,000)
Purchase of property, plant and equipment
(221,021)
(36,036)
Purchase of subsidiaries, net of cash acquired
-
0
(5,233,495)
Net cash used in investing activities
(282,076)
(5,569,531)
Financing activities
Proceeds from new loan notes
-
0
5,600,000
Payment of lease liabilities
(156,662)
(142,215)
Net cash (used in)/generated from financing activities
(156,662)
5,457,785
Net (decrease)/increase in cash and cash equivalents
(1,050,543)
463,390
Cash and cash equivalents at beginning of year
2,721,754
2,235,346
Effect of foreign exchange rates
(57,232)
23,018
Cash and cash equivalents at end of year
1,613,979
2,721,754
Envoy Bidco Limited
Company Statement of Cash Flows
For the year ended 31 December 2025
Page 18
2025
2024
Notes
$
$
$
$
Cash flows from operating activities
Cash generated from operations
39
11,258,423
2,656,030
Interest paid
(11,389,149)
(2,249,980)
Net cash (outflow)/inflow from operating activities
(130,726)
406,050
Investing activities
Investment in subsidiaries
-
0
(6,067,516)
Net cash used in investing activities
-
(6,067,516)
Financing activities
Borrowings
-
0
5,600,000
Net cash (used in)/generated from financing activities
-
5,600,000
Net decrease in cash and cash equivalents
(130,726)
(61,466)
Cash and cash equivalents at beginning of year
175,518
228,341
Effect of foreign exchange rates
(13,080)
8,643
Cash and cash equivalents at end of year
31,712
175,518
Envoy Bidco Limited
Notes to the Group Financial Statements
For the year ended 31 December 2025
Page 19
1
Accounting policies
Company information

Envoy Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0DB. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Envoy Bidco Limited and all of its subsidiaries.

1.1
Accounting convention

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

The financial statements are prepared in US dollars, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest $.

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

1.2
Business combinations

The 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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Envoy Bidco Limited together with all entities controlled by the parent company (its subsidiaries).

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 group.

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.

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 20
1.4
Going concern

While Envoy Bidco Limited does not itself trade externally, its subsidiary companies continue to trade profitably and generate operating cash flow surpluses before interest and taxes. true As at 31 December 2025, Envoy Bidco Limited has loan notes totalling $89.8 million (2024: $89.8 million) owed to a group company, Marcura Equities Ltd, which is part of the group headed by Marcura Holding Limited (Marcura). The loan notes mature at various dates ranging from August 2029 to December 2030. For the year ended 31 December 2025, the group had net liabilities of $20.9 million (2024: $14.4 million) and incurred a loss of $7.0 million (2024: $6.5 million) including interest of $11.4 million (2024: $9.8 million) on its borrowings owed to Marcura Equities Ltd. The interest is payable annually in arrears and can be settled either in cash or by issuing PIK notes in amounts equal to the amount of interest due. See note 21 for more detail.

The directors have received confirmation that Marcura will continue to provide financial support to both the g roup headed by Envoy Bidco Limited and the company itself on an ongoing basis as required for a period of at least 12 months from the date of approval of the se financial statements.

In light of this commitment and having considered the trading performance of the group's subsidiar ies, along with that of Marcura, the directors have, at the time of approving the financial statements, a reasonable expectation that both the Envoy Bidco group, and the company itself, ha ve adequate resources to continue in operational existence and to meet their liabilities as they fall due for 12 months from the date of approving the financial statements.

Therefore, the c onsolidated and company f inancial s tatements continue to be prepared on the going concern basis.

1.5
Revenue

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

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

1. Identify the contract with the customer.

2. Identify separate performance obligations in the contract.

3. Determine the transaction price.

4. Allocate the transaction price to separate performance obligations.

5. Recogni s e revenue when the entity satisfies a performance obligation.

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

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 21

The Group engages in the provision of an e-procurement platform for shipping companies. Revenue

represents amounts receivable for i) term subscriptions, ii) advertising fees and iii) credits.

i) Term subscription income: relates to the use of the ShipServ's e-procurement platform and VesselMan's drydocking management platform.

ShipServ's e-procurement platform term subscription derives from a basic connection through to full integration.

VesselMan's drydocking management platform, derives from the use of the platform modules, including hosting and support, dry-docking tracking, survey and inspection management, and fleet-wide process management, from a single module through to full multi-module coverage.

The Group recognises revenue over time because the customer simultaneously receives and consumes the benefits of the services as the Group provides the e-procurement platform and performs the agency servic e, or as the drydocking management platform provides access. Revenue from these arrangements is recognised based on the price and terms specified in the agreement, net of discounts.

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

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

The Group generates its intercompany revenue through the recharge of applicable costs incurred on behalf of the Group.

1.6
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 Groups' share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at historic cost less accumulated impairment losses.

A gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

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. An impairment loss recognised for goodwill is not subsequently reversed.

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 22
1.7
Intangible 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.

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:

- Customer Relationships1 5 years straight line

- Technology 5 years straight line

- Marketing15 years straight line

1.8
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Land and buildings
Over the lease term
Computer, equipment and software
30% on cost

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
Non-current investments

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

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

1.10
Impairment of tangible and intangible assets

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

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 23

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

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

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

1.12
Financial assets

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

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

Impairment of financial assets

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

1.13
Financial liabilities

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

1.14
Equity instruments

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

1.15
Taxation

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

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 24
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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

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 inventories or non-current assets.

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

Termination benefits are recognised immediately as an expense when the group 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.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 25

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

1.18
Leases

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 26

Under IFRS 16 the Group recognises right of use assets and lease liabilities for leases other than those for low value assets or for short term leases of 12 months or less.

1.19

Exceptional items

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

2
Adoption of new and revised standards and changes in accounting policies

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

Amendments to IAS 21
Lack of exchangeability
Standards which are in issue but not yet effective

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

Amendments to IFRS 8 and IFRS 7
Classification and Measurement of Financial Instruments (effective 1 January 2026)
Annual Improvements 2024-2026 (Volume 11)
(effective 1 January 2026)
IFRS 18
Presentation and Disclosure in Financial Statements (effective 1 January 2027)
IFRS 19
Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
2
Adoption of new and revised standards and changes in accounting policies
(Continued)
Page 27

The above amended standards, except for IFRS 18, are not expected to impact the company as they are either not relevant to the company's activities or require accounting which is consistent with the group's current accounting policies.

The Group is currently assessing the impact of the new standard. Based on the assessment performed to date, management does not expect IFRS 18 to have a significant effect on the Group's reported profit, total comprehensive income, net assets or cash flows. However, the standard is expected to result in changes to the presentation of the consolidated statement of profit or loss and related note disclosures.

In particular:

- the Group expects to present the new required subtotals for operating profit and profit before financing and income taxes;

- the Group's alternative performance measures, including Adjusted EBITDA and Adjusted Operating Profit, are expected to meet the definition of management-defined performance measures and will therefore be subject to additional disclosure and reconciliation requirements.

The Group is continuing to assess the detailed presentation requirements and the impact on comparative information that will be required upon first-time adoption.

3
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

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

Critical judgements
Asset impairment

The Group reviews its non-current assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In order to assess whether such assets may be impaired, the directors carry out a review of the underlying economic value of the assets in normal market conditions. This includes looking at the estimated cash flows attributable to the asset and applying appropriate sensitivities to consider the impact of any movements.

Any c hanges in the residual value and estimated lives of intangible fixed assets (including goodwill) and tangible fixed assets would result in adjustments to the current and future rate of amortisation and depreciation through profit or loss.

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
3
Critical accounting estimates and judgements
(Continued)
Page 28
Deferred tax asset

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

4
Revenue
2025
2024
$
$
Revenue analysed by class of business
Term subscriptions
12,927,496
11,106,417
Advertising fees
873,581
867,732
Transaction credits
8,349,865
7,537,158
22,150,942
19,511,307
2025
2024
$
$
Revenue analysed by geographical market
Americas
3,410,641
3,422,608
APAC
6,502,895
5,858,413
EMEA
12,237,406
10,230,286
22,150,942
19,511,307
5
Contracts with customers
2025
2024
2024
Year end
Year end
Year start
$
$
$
Contracts in progress
Contract assets
138,451
182,837
200,781
Contract liabilities
(5,092,356)
(4,528,138)
(4,657,004)
6
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
$
$
Exchange losses
31,833
30,714
Depreciation of property, plant and equipment
345,008
166,641
Amortisation of intangible assets (included within administrative expenses)
3,392,965
3,389,340
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 29
7
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the group and company
57,620
278,942
Audit of the financial statements of the company's subsidiaries
57,620
129,066
115,240
408,008
For other services
Other services
24,455
-
0

Other services rendered relates to the preparation of the statutory financial statements for the Company and its Subsidiaries.

8
Employees

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

2025
2024
Number
Number
Finance
13
13
Operations
77
77
Sales
35
35
Total
125
125

Their aggregate remuneration comprised:

2025
2024
$
$
Wages and salaries
7,013,361
6,574,732
Social security costs
416,967
283,387
Pension costs
339,693
1,174,536
7,770,021
8,032,655
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 30
9
Investment income
2025
2024
$
$
Interest income
Financial instruments measured at amortised cost:
Bank deposits
10,779
-
0
10
Finance costs
2025
2024
$
$
Interest on lease liabilities
40,451
52,929
Other interest payable
11,389,149
9,846,996
Total interest expense
11,429,600
9,899,925
11
Other gains and losses
2025
2024
$
$
Other gains and losses
40,701
-
12
Income tax expense
2025
2024
$
$
Current tax
UK corporation tax on profits for the current period
(1,542,598)
(1,191,549)
Adjustments in respect of prior periods
(127,418)
-
0
Total UK current tax
(1,670,016)
(1,191,549)
Foreign taxes and reliefs
51,944
53,630
(1,618,072)
(1,137,919)
Deferred tax
Origination and reversal of temporary differences
(863,948)
(866,824)
Adjustments in respect of prior periods
-
18
(863,948)
(866,806)
Total tax (credit)
(2,482,020)
(2,004,725)
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
12
Income tax expense
(Continued)
Page 31

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

2025
2024
$
$
Loss before taxation
(9,562,950)
(8,480,384)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(2,390,738)
(2,120,096)
Effect of expenses not deductible in determining taxable profit
89,660
144,949
Change in unrecognised deferred tax assets
(8,987)
-
Adjustment in respect of prior years
(127,418)
-
Group relief
1,542,598
-
Other permanent differences
-
(16,170)
Effect of overseas tax rates
(44,537)
(13,408)
Payable to associated entities on account of loss utilisation
(1,542,598)
-
Taxation credit for the year
(2,482,020)
(2,004,725)

The group has estimated losses of $25.3 million (2024: $25.4 million) available for carry forward against future taxable profits. A deferred tax asset of $4.9m has been recognised in respect of the ShipServ Limited losses as there is reasonable certainty these will be utilised in the foreseeable future.

The Group also recognised a deferred tax asset of $61,531 (2024: $38,396) in relation to fixed assets and short-term timing differences.

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

13
Intangible assets
Goodwill
Software
Customer Relationships
Technology
Marketing
Total
$
$
$
$
$
$
Cost
At 1 January 2024
39,560,724
-
0
21,520,000
8,340,000
4,300,000
73,720,724
Additions
5,465,604
-
-
600,945
-
6,066,549
At 31 December 2024
45,026,328
-
0
21,520,000
8,940,945
4,300,000
79,787,273
Additions - internally generated
-
0
61,055
-
0
-
0
-
0
61,055
At 31 December 2025
45,026,328
61,055
21,520,000
8,940,945
4,300,000
79,848,328
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
13
Intangible assets
Goodwill
Software
Customer Relationships
Technology
Marketing
Total
$
$
$
$
$
$
(Continued)
Page 32
Amortisation and impairment
At 1 January 2024
-
0
-
0
478,222
556,000
95,556
1,129,778
Charge for the year
-
-
1,434,672
1,668,000
286,668
3,389,340
At 31 December 2024
-
0
-
0
1,912,894
2,224,000
382,224
4,519,118
Charge for the year
-
0
3,625
1,434,672
1,668,000
286,668
3,392,965
At 31 December 2025
-
0
3,625
3,347,566
3,892,000
668,892
7,912,083
Carrying amount
At 31 December 2025
45,026,328
57,430
18,172,434
5,048,945
3,631,108
71,936,245
At 31 December 2024
45,026,328
-
19,607,106
6,716,945
3,917,776
75,268,155
At 31 December 2023
39,560,724
-
21,041,778
7,784,000
4,204,444
72,590,946
Impairment tests for cash generating units

Goodwill is tested annually for impairment or more frequently if indications that the value of goodwill may have been impaired. The directors consider that there are two cash generating units, being ShipServ Limited, and Vesselman AS. These entit ies generate all customer revenue.

2025
2024
$
$
Shipserv Limited
39,560,724
39,560,724
Vesselman AS
5,465,604
5,465,604
45,026,328
45,026,328

The goodwill recorded above was created on the 100% acquisition of ShipServ Limited, effective 11 August 2023 and the 100% acquisition of Vesselman AS, effective 31 December 2024.

The group tests whether goodwill has suffered any impairment on an annual basis. For the 202 5 reporting period the recoverable amount of the cash generating unit was determined based on value-in-use calculations.

The calculations use cash flow projections for a 7 year period covering 202 5 to 203 2. Of these 7 years, the first 5 years are based upon financial forecasts approved by management. The remaining 2 years are based on the high level assumption that the group will be able to generate year on year incremental cashflow of +10%.

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 33
14
Property, plant and equipment
Land and buildings
Computer, equipment and software
Total
$
$
$
Cost
At 1 January 2024
-
0
133,709
133,709
Additions
418,109
36,036
454,145
Disposals
-
0
(3,166)
(3,166)
At 31 December 2024
418,109
166,579
584,688
Additions
166,173
54,848
221,021
Disposals
-
0
(85,706)
(85,706)
At 31 December 2025
584,282
135,721
720,003
Accumulated depreciation and impairment
At 1 January 2024
-
0
21,333
21,333
Charge for the year
102,693
63,948
166,641
Eliminated on disposal
-
0
(3,166)
(3,166)
At 31 December 2024
102,693
82,115
184,808
Charge for the year
326,830
18,178
345,008
Eliminated on disposal
-
0
(78,651)
(78,651)
At 31 December 2025
429,523
21,642
451,165
Carrying amount analysed between owned assets and right-of-use assets
At 31 December 2025
Owned assets
-
114,079
114,079
Right-of-use assets
154,759
-
154,759
154,759
114,079
268,838
At 31 December 2024
Owned assets
-
84,464
84,464
Right-of-use assets
315,416
-
315,416
315,416
84,464
399,880
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
14
Property, plant and equipment
(Continued)
Page 34

Property, plant and equipment includes right-of-use assets, as follows:

Land and buildings
$
Net carrying value at 1 January 2024
-
Additions
418,109
Depreciation charge
(102,693)
Net carrying value at 31 December 2024
315,416
Depreciation charge
(160,657)
Net carrying value at 31 December 2025
154,759
15
Investments - Company
Current
Non-current
2025
2024
2025
2024
$
$
$
$
Investments in subsidiaries
-
0
-
0
81,118,065
81,118,065
Fair value of financial assets carried at amortised cost
Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included below.

16
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Shipserv Limited
United Kingdom
Ordinary shares
100.00
-
Shipserv America, Inc.
USA
Ordinary shares
0
100.00
Shipserv Singapore Pte Limited
Singapore
Ordinary shares
0
100.00
Shipserv CI Philippines Inc.
Philippines
Ordinary shares
0
100.00
Shipserv ApS
Denmark
Ordinary shares
0
100.00
Vesselman AS
Norway
Ordinary shares
100.00
-
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 35
17
Trade and other receivables
2025
2024
$
$
Trade receivables
2,879,725
3,091,727
Expected credit losses
(174,536)
(422,217)
2,705,189
2,669,510
VAT recoverable
42,584
375,303
Amount owed by parent undertaking
2,757,456
7,411,570
Amounts owed by fellow group undertakings
2,905,288
1,186,829
Other receivables
118,419
184,303
Prepayments
307,975
319,674
8,836,911
12,147,189
18
Trade and other receivables - Company
2025
2024
$
$
VAT recoverable
27,499
2,866
Amount owed by parent undertaking
-
0
6,205,005
Amounts owed by fellow group undertakings
2,864,699
1,186,829
Other receivables
12,945
12,605
Prepayments
4,590
1,562
2,909,733
7,408,867
19
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

Other than the provision for expected credit losses in note 17, there are no other significant receivable balances which are impaired at the reporting end date.

Financial assets and liabilities at amortised cost or fair value through profit or loss.

Movement in the allowances for expected credit losses
2025
2024
$
$
Balance at 1 January 2025 and at 31 December 2025
174,536
422,217
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 36
20
Credit risk

Cash deposits and financial transactions give rise to credit risk in the event that counter parties fail to perform under the contract. The Group regularly monitors the credit ratings of its counter parties and controls the amount of credit risk by adhering to limits set by the board. At 31 December 202 5 there are no counterparties which represent more than five percent of trade receivables. As a consequence of these controls, the probability of material loss is considered to be at an acceptable level.

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

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

21
Borrowings - Group and Company
Non-current
2025
2024
$
$
Borrowings held at amortised cost:
Loan notes
89,862,512
89,862,512

Borrowings represent three unsecured redeemable loan notes held by a fellow group member, Marcura Equities Limited, and listed on The International Stock Exchange. Interest is charged at a floating rate and is payable in arrears on an annual basis. Interest can be paid in cash or settled by issuing PIK notes in principal amounts equal to the amount of interest due. The following loan notes have been issued:

- $76,894,729 due for repayment August 2029

- $7,367,783 due for repayment August 2029

- $5,600,000 due for repayment December 2030

22
Fair value of financial liabilities

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

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 37
23
Liquidity risk

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

Within 1 year
Between 2 and 5 years
Total
$
$
$
At 31 December 2024
Trade payables and contract liabilities
5,782,906
-
5,782,906
Borrowings
-
89,862,512
89,862,512
5,782,906
89,862,512
95,645,418
At 31 December 2025
Trade payables and contract liabilities
6,413,497
-
6,413,497
Borrowings
-
89,862,512
89,862,512
6,413,497
89,862,512
96,276,009
Liquidity risk management

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

24
Market risk
Market risk management

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

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

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

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
24
Market risk
(Continued)
Page 38
Foreign exchange risk

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

Assets
Liabilities
2025
2024
2025
2024
$
$
$
$
Euros
748,431
856,546
58,073
33,748
Pounds Sterling
148,227
190,942
30,857
176,243
Danish Krone
337,676
336,925
9,237
60,520
1,234,334
1,384,413
98,167
270,511

As at 31 December 202 5, had the exchange rate between the U.S. Dollar and the Euro or Pound Sterling increased or decreased by 5% with all other variable held constant, the impact of the decrease or increase respectively in equity would be minimal for the Group.

Interest rate risk

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

2025
2024
$
$
Cash and cash equivalents
1,112,350
1,783,982
Loan notes
89,862,512
89,862,512
90,974,862
91,646,494

For the cash and cash equivalents, as at 31 December 202 5, should yields have increased/decreased by 100 basis points with all other variables remaining constant, the impact on the decrease or increase respectively in net equity of the Group would be minimal.

The loan notes above are subject to a variable rate of interest. Every 1% movement in interest rates will result in increased or decreased amounts of interest payable of $0.9 m per year. Management have considered the potential impact of interest rate movements when preparing these financial statements on a going concern basis.

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 39
25
Trade and other payables
2025
2024
$
$
Trade payables
159,399
291,567
Amounts owed to fellow group undertakings
60,824
129,038
Accruals
6,050,324
5,448,040
Social security and other taxation
69,384
384,850
Other payables
(177,160)
928,426
6,162,771
7,181,921

Current

Due to the short term nature of these payables the carrying value equates to the contractual amount due as the impact of discounting is not considered material.

26
Trade and other payables - Company
2025
2024
$
$
Trade payables
12,081
-
0
Amount owed to parent undertaking
-
0
1,790,365
Amounts owed to subsidiary undertakings
5,510,468
-
0
Amounts owed to fellow group undertakings
82,351
-
Accruals
4,523,773
4,120,798
Other payables
12,605
588,674
10,141,278
6,499,837
27
Lease liabilities
2025
2024
Maturity analysis
$
$
Within one year
117,833
148,586
In two to five years
148,384
233,842
Total undiscounted liabilities
266,217
382,428
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
27
Lease liabilities
(Continued)
Page 40

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
$
$
Current liabilities
117,833
148,586
Non-current liabilities
148,384
233,842
266,217
382,428
2025
2024
Amounts recognised in profit or loss include the following:
$
$
Interest on lease liabilities
40,451
52,929
28
Deferred taxation
2025
2024
$
$
Deferred tax liabilities
6,845,336
7,692,668
Deferred tax assets
(4,950,436)
(4,927,301)
1,894,900
2,765,367
Deferred tax assets are expected to be recovered after more than one year

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

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
28
Deferred taxation
(Continued)
Page 41
Fixed assets
Tax losses
Revaluations
Temporary differences trading
Total
$
$
$
$
$
Liability at 1 January 2024
-
-
8,540,000
-
8,540,000
Asset at 1 January 2024
(1,191)
(4,026,967)
-
(9,673)
(4,037,831)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(8,452)
(861,938)
-
(19,080)
(889,470)
Other
-
-
(847,332)
(847,332)
Liability at 1 January 2025
-
0
-
0
7,692,668
-
7,692,668
Asset at 1 January 2025
(9,643)
(4,888,905)
-
(28,753)
(4,927,301)
Deferred tax movements in current year
Charge/(credit) to profit or loss
2,364
-
-
(25,499)
(23,135)
Other
-
-
(847,332)
-
(847,332)
Liability at 31 December 2025
-
0
-
0
6,845,336
-
6,845,336
Asset at 31 December 2025
(7,279)
(4,888,905)
-
(54,252)
(4,950,436)

Deferred tax liabilities of $6,845,336 (2024: $7,692,668) arose as a result of the recognition of intangible assets following the Company's acquisition of ShipServ Limited in 2023.

29
Retirement benefit schemes
2025
2024
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
339,693
1,174,536

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

Defined benefit scheme

ShipServ Cl Philippines Inc, one of the group's subsidiaries, has an unfunded defined benefit plan for qualifying employees. Under the plan, qualifying employees are entitled to retirement benefits equal to 100% of the equivalent of 22.5 days of their final salary for every year of qualifying service on attainment of either the retirement age of 60 or 15 years of service, whichever is earlier.

The company has obtained an actuarial valuation at 31 December 2025.

The amounts presented in the financial statements are as follows:

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
29
Retirement benefit schemes
(Continued)
Page 42
2025
2024
Key assumptions
%
%
Discount rate
6.60
6.20
Salary growth rate
3.00
3.00
Mortality assumptions
2025
2024

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
83
83
- Females
83
83
Retiring in 20 years
- Males
83
83
- Females
83
83

The amounts included in the statement of financial position arising from the group's obligations in respect of defined benefit plans are as follows:

2025
2024

Movements in the present value of defined benefit obligations

$
$
At 1 January
352,594
260,227
Current service cost
48,769
77,732
Benefits paid
(6,589)
(4,240)
Actuarial gains and losses
16,294
33,211
Exchange differences
40,323
(14,334)
At 31 December
451,391
352,594
30
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary share capital of $1 each
1
1
1
1
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 43
31
Pension reserve
2025
2024
$
$
At the beginning of the year
(33,211)
-
Additions
(16,294)
(33,211)
Other movements
(44,058)
-
At the end of the year
(93,563)
(33,211)
32
Foreign currency translation reserve
2025
2024
$
$
At the beginning of the year
61,786
-
0
Translation (loss)/gain arising in the year
(22,399)
61,786
At the end of the year
39,387
61,786
33
Reserves

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

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

- Pension reserve - The cumulative actuarial gains and losses recognised in respect of the defined benefit pension scheme.

- Foreign currency translation reserve - Comprised of exchange differences arising from the translation of foreign subsidiaries' financial statements from their functional currencies into the Group's presentation currency on consolidation.

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

34
Capital risk management

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

Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 44
35
Controlling party
The immediate parent company is Marcura Envoy Holding Limited, a company incorporated in UAE. The ultimate parent entity is Phides Holding Limited, a company incorporated in UAE.
The smallest entity preparing consolidated accounts is Marcura Envoy Holding Limited. These accounts are available from Suite 63A, 15/F Gate Building Dubai International Financial Centre.
The largest entity preparing consolidated accounts is Phides Holding Limited. These accounts are available from Suite 63A, 15/F Gate Building Dubai International Financial Centre.
The ultimate controlling party is Christian Siemers Haunso by virtue of his 100% holding in Phides Holding Limited
36
Related party transactions - Group

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

Sale of goods
Purchase of goods
2025
2024
2025
2024
$
$
$
$
Parent company
259,006
-
0
223,798
-
0
Other related parties
176,078
-
0
3,423,273
1,335,588
435,084
-
3,647,071
1,335,588
Interest charged
Surrendered tax losses
2025
2024
2025
2024
$
$
$
$
Parent company
11,389,149
9,846,996
-
-
Other related parties
-
-
1,542,599
1,186,829
11,389,149
9,846,996
1,542,599
1,186,829

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
$
$
Parent company held loan notes
89,862,512
89,862,512
Other related parties
60,824
7,411,570
89,923,336
97,274,082
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
36
Related party transactions - Group
(Continued)
Page 45

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
$
$
Parent company
2,757,456
7,411,570
Other related parties
2,905,288
1,186,829
5,662,744
8,598,399

Other information

Other related parties are fellow group undertakings in the wider Marcura Group.

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

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

The Group surrendered tax losses of $1,542,599 (2024: $1,186,829) to connected companies under common control.

The Group has outstanding loan notes from its parent company totaling $89,862,512. Please see note 2 1 for further details.

37
Related party transactions - Company
Other transactions with related parties

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

Sale of goods
Purchase of goods
2025
2024
2025
2024
$
$
$
$
Parent company
259,006
-
0
223,798
-
0
Subsidiaries
879,007
734,913
-
0
-
0
Other related parties
176,078
-
0
3,423,273
1,335,588
1,314,091
734,913
3,647,071
1,335,588
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
37
Related party transactions - Company
(Continued)
Page 46
Interest charged
Surrendered tax losses
2025
2024
2025
2024
$
$
$
$
Parent company
11,389,149
9,846,996
-
-
Subsidiaries
-
-
1,233,067
1,529,453
Other related parties
-
-
1,542,599
1,186,829
11,389,149
9,846,996
2,775,666
2,716,282
2025
2024
Amounts due to related parties
$
$
Parent company held loan notes
89,862,512
89,862,512
Parent company other
-
0
1,790,365
Subsidiaries
5,510,468
-
0
Other related parties
82,351
-
95,455,331
91,652,877

The following amounts were outstanding at the reporting end date:

2025
2024
Balance
Balance
Amounts due from related parties
$
$
Parent company
-
6,205,005
Other related parties
2,864,699
1,186,829
2,864,699
7,391,834
Other information
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
37
Related party transactions - Company
(Continued)
Page 47
Other related parties are fellow group undertakings in the wider Marcura Group.
The Company has assessed its related party relationships in accordance with IAS 24 and concluded that no key management personnel compensation disclosure is required under paragraph 17, as the entity does not have individuals who meet the definition of key management personnel, or such compensation is not material to the financial statements.
The Company receives centralised support, administrative and management services from fellow group undertakings, Costs incurred on behalf of the Company are recharged on a cost‑plus basis in accordance with the Group's transfer‑pricing policy.
The Company surrendered tax losses of $1,542,599 (2024: $1,186,829) to fellow group undertakings, and $1,233,067 (2024: $1,529,453) to a subsidiary.
The Company has outstanding loan notes from its parent company totaling $89,862,512. Please see note 21 for further details.
38
Cash generated from operations
2025
2024
$
$
Loss for the year before income tax
(9,562,950)
(8,480,384)
Adjustments for:
Finance costs
11,429,600
9,899,925
Loss on disposal of property, plant and equipment
7,055
-
Amortisation and impairment of intangible assets
3,392,965
3,389,340
Depreciation and impairment of property, plant and equipment
345,008
166,641
Foreign exchange gains on cash equivalents
31,833
30,715
Pension scheme non-cash movement
78,117
59,158
Movements in working capital:
Decrease in contract assets
47,386
17,944
Decrease/(increase) in trade and other receivables
5,049,134
(2,276,674)
Increase/(decrease) in contract liabilities
564,218
(128,866)
(Decrease)/increase in trade and other payables
(491,276)
278,878
Cash generated from operations
10,891,090
2,956,677
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 48
39
Cash generated from operations - Company
2025
2024
$
$
Loss before income tax
(11,052,743)
(3,519,013)
Adjustments for:
Finance costs
11,389,149
9,846,996
Foreign exchange gains on cash equivalents
13,080
(46,645)
Movements in working capital:
Decrease/(increase) in trade and other receivables
7,267,496
(295,346)
Increase/(decrease) in trade and other payables
3,641,441
(3,329,962)
Cash generated from operations
11,258,423
2,656,030
40
Analysis of changes in net debt
1 January 2025
Cash flows
Exchange rate movements
31 December 2025
$
$
$
$
Cash at bank and in hand
2,721,754
(1,167,948)
60,173
1,613,979
Borrowings excluding overdrafts
(89,862,512)
-
-
(89,862,512)
Obligations under finance leases
(382,428)
116,211
-
(266,217)
(87,523,186)
(1,051,737)
60,173
(88,514,750)
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
Prior year:
$
$
$
$
Cash at bank and in hand
2,235,346
736,015
(249,607)
2,721,754
Borrowings excluding overdrafts
(76,894,729)
(12,967,783)
-
(89,862,512)
Obligations under finance leases
-
(382,428)
-
(382,428)
(74,659,383)
(12,614,196)
(249,607)
(87,523,186)
Envoy Bidco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 49
40
Analysis of changes in net debt - Company
1 January 2025
Cash flows
31 December 2025
$
$
$
Cash at bank and in hand
175,518
(143,806)
31,712
Borrowings excluding overdrafts
(89,862,512)
-
(89,862,512)
(89,686,994)
(143,806)
(89,830,800)
1 January 2024
Cash flows
31 December 2024
Prior year:
$
$
$
Cash at bank and in hand
228,341
(52,823)
175,518
Borrowings excluding overdrafts
(76,894,729)
(12,967,783)
(89,862,512)
(76,666,388)
(13,020,606)
(89,686,994)
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