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

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

The principal activity of the company remains the provision of software products, consulting, and technical support on behalf of Veson Nautical LLC. In 2025, the company continued to grow its customer base and its SaaS platform, with turnover increasing by 14.9% to £14,636,637 (2024: £12,740,335), driven principally by a 42.4% increase in SaaS services revenue to £7,005,965 (2024: £4,920,937).

The company's balance sheet remains sound. Net assets increased to £2,305,222 (2024: £2,196,616), up 4.9% on the prior year. Net current liabilities of £202,706 arose during the year (2024: net current assets of £217,737), largely reflecting the growth in deferred income as SaaS subscriptions expanded; the company continues to meet its working capital needs through funding support from its parent, Veson Nautical LLC.

Average headcount grew to 89 (2024: 83), with the increase concentrated in the Support function (59 vs 47) to support the growing customer base.

The company monitors a range of financial and non-financial key performance indicators (KPIs) to assess its performance and position. The Director considers the following three KPIs to be the most relevant measures of the company's performance for the year:

• Turnover growth: £14,636,637, up 14.9% (2024: £12,740,335)

• SaaS services revenue growth: £7,005,965, up 42.4% (2024: £4,920,937)

• Return on Capital Employed (operating profit / total assets less current liabilities): 6.6% (2024: 26.7%)

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

Interest rate risk

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

Currency risk

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

Liquidity risk

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

The main non-financial indicators monitored by the Director relate to the movement of the company's customer base and workforce:

• Number of new and churned customers by month

• Monthly recurring revenue by customer and service line

Veson Nautical Limited remains committed to continuous investment in its platform, with a focus on integrating cutting-edge innovations and expanding capabilities. In 2025, the group accelerated research and development efforts, introduced new features, and optimized operational performance. These initiatives are designed to strengthen market share, drive customer growth, and reinforce Veson's position as an industry leader.

Collaboration across all segments of the group has intensified, with a shared goal of delivering unparalleled service and reliability. The company’s strategy for 2026 and beyond is to not only keep pace with industry advancements but to actively shape the future of maritime technology and digital transformation.

On behalf of the board

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

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

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

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

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

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

In accordance with section 414C(11) of the Companies Act 2006, the company has chosen to include certain disclosures required under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 within the Strategic Report rather than this Directors' Report. This includes:

• Review of the company's business performance and financial position

• A description of the principal risks and uncertainties facing the company

• An outline of the company's future developments

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

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

We have audited the financial statements of Veson Nautical Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.

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

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of director's remuneration specified by law are not made; or

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

As explained more fully in the Director's Responsibilities Statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

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

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

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

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

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

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

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

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

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

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

Our approach was as follows:

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

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

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

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

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

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

Use of our report

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

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

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

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

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

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

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

The company made a profit of £108,606 (2024: £470,121) and has net current liabilities at the balance sheet date of £202,706 (2024: assets £217,737) and total net assets amounting to £2,305,222 (2024: £2,196,616), which includes £1,191,352 (2024: £357,389) due from group undertakings. true

The company's finances are managed at a group level under arrangements that provide it with a fixed margin. As a result, the company is dependent on its ultimate parent undertaking, Veson Nautical LLC, for a significant proportion of its income, and its cash flows are closely linked to those of the wider group.

The company meets its day-to-day working capital requirements through funding provided by other group companies. The parent company has confirmed that it will make available sufficient financial support to enable the company to continue its operations and meet its liabilities as they fall due for a period of at least 12 months from the date on which the financial statements are approved.

Accordingly, at the date of approval of the financial statements, the director believes that the company has adequate resources to continue in operational existence for the foreseeable future. The director therefore continues to adopt the going concern basis of accounting in preparing the financial statements.

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

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

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

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

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

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

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

Items costing less than $2,500 (approximated as £2,000) are written off as an expense when incurred.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Depreciation is calculated so as to write off the cost of tangible fixed assets less their estimated residual values over their estimated useful economic lives. The estimation of useful economic lives requires management to exercise judgement based on expected asset utilisation, physical wear and tear, technical or commercial obsolescence, and historical experience with similar assets.

These estimates are reviewed annually and updated where expectations differ from previous estimates. Given the judgement involved, there is a risk that the actual useful lives of assets may differ from those estimated. Any changes to these estimates would impact the depreciation charge prospectively and may have a material effect on the Company’s results and financial position.

The bad debt provision is determined based on specific reviews of individual debtors, and the director exercises judgement in assessing whether there is objective evidence that a debtor balance is impaired and estimates the amount and timing of future cash flows, where applicable. Factors considered include the aging of the debt, past payment history, the financial condition of the counterparty, and any other relevant circumstances.

The estimation of the bad debt provision inherently involves a degree of uncertainty, and actual results may differ from these estimates. Management reviews the adequacy of the provision on a regular basis and adjusts it as necessary to reflect the best estimate. Management have included a bad debt provision of £104,384 (2024: £nil) as an estimate in the financial statements.

The Company recognises a provision for dilapidations in respect of its leased properties based on the present value of estimated future costs required to meet its contractual obligations.

The estimation of this provision requires management to exercise judgement in determining the scope and cost of works required, as well as the timing of cash outflows and the discount rate used. These assumptions are inherently uncertain and are based on current information, historical experience and professional advice where appropriate.

A change in any of these assumptions may result in a material adjustment to the carrying amount of the provision and the related expense recognised in the profit and loss account.

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

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

Their aggregate remuneration comprised:

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

The comparative year restatement relates to £1,095,201 previously included within other debtors falling due within one year which has been reclassified to amounts falling due after more than one year, as it relates to a lease deposit not expected to be realised within 12 months. This has no impact on profit or net assets.

Provision is made for expected costs to reinstate leasehold premises to their original state on termination of the lease.

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

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

The shares have attached to them full voting, dividend and capital distribution rights (including on winding up), and do not confer any rights of redemption.

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

The disclosure exemption conferred by FRS 102 paragraph 33.1A has been utilised, whereby the company has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

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