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

In 2025, Veson (UK) Bidco Limited and its subsidiaries (the “Group”) continued to operate as part of the wider Veson Nautical LLC group, providing maritime data analytics, vessel valuation and shipbroking services.

Following the acquisition in 2023, the Group continued its integration into Veson Nautical LLC's operating model. As part of this model, an increasing proportion of customer contracts relating to the VesselsValue product suite are now held by other Group entities, resulting in a reduction in software services revenue recognised by the Group. However, the Group continues to play a key role in the development, support and enhancement of the VesselsValue product suite and is remunerated through transfer pricing and royalty arrangements with fellow group undertakings.

During the year, transfer pricing income of $4.2 million and royalty income of $1.4 million were recognised, while software services revenue reduced to $8.8 million (2024: $19.8 million) and brokerage fees reduced to $1.9 million (2024: $3.9 million). As a result, Group turnover decreased by 31% to $16.3 million (2024: $23.7 million), and gross profit fell to $16.2 million (2024: $23.5 million). This reduction principally reflects the transfer of customer contracts relating to the VesselsValue product suite to other entities within the wider Veson Nautical group and the consequent reduction in third party revenue recognised by the Group. Revenue generated from these customer relationships continues to be earned elsewhere within the wider group, with the Group receiving transfer pricing and royalty income for the functions it performs.

The Group recorded an operating loss of $13.9 million (2024: $11.5 million) and a loss before taxation of $21.0 million (2024: $19.7 million). These results continue to be driven principally by non-cash amortisation of goodwill of $15.1 million (2024: $15.1 million) and interest of $7.2 million (2024: $8.2 million) payable on the intercompany loan from Veson Nautical LLC. Excluding amortisation and interest, the Group generated an underlying profit before taxation of $1.2 million (2024: $3.6 million). Net assets reduced to $2.5 million at 31 December 2025 (2024: $23.1 million), reflecting the cumulative effect of amortisation charged since the Group's formation.

The average number of employees across the Group increased to 156 (2024: 151), reflecting continued investment in research, engineering and data science capabilities. During the year, VesselsValue (HK) Limited, a dormant subsidiary, was struck off the register of companies as part of an ongoing simplification of the Group's corporate structure.

The Group's risk management framework continued to identify and address operational, financial and reputational risks:

• Operational risks: Ongoing platform maintenance and dedicated technical support minimised service interruptions, with collaborative development alongside Veson Nautical LLC supporting system resilience and continuous improvement.

• Financial risks: The Group remains dependent on funding from its parent company, Veson Nautical LLC, to meet its working capital requirements. The parent company has confirmed its intention to continue providing this support, and not to recall outstanding loan balances, for at least twelve months from the date of approval of the financial statements. Prudent financial controls, including cash flow monitoring and customer credit assessment, continued to be applied.

• Reputational risks: Regular scrutiny of valuation methodologies and data sources maintained stakeholder confidence in the integrity and reliability of the Group's services.

Corporate governance

The Group's governance practices continued to emphasise transparent oversight, with a board of directors that met regularly to review the Group's financial position, regulatory compliance and strategic direction. The governance framework remained aligned with group-wide standards, including periodic review of capital expenditure proposals against broader corporate objectives.

To monitor and measure ongoing performance, the directors relied on a range of financial and operational indicators. For the year ended 31 December 2025, key metrics included:

• Turnover: $16.3 million (2024: $23.7 million), a decrease of 31% reflecting the continued integration of the business within the wider Veson Nautical group and the transfer of certain VesselsValue customer contracts to other group entities, resulting in a lower level of third party revenue recognised by the Group

• Gross profit margin: 99.6% (2024: 99.2%)

• Average headcount: 156 (2024: 151) reflecting continued investment in research, engineering and data science capabilities

• Net assets: $2.5 million (2024: $23.1 million)

Employees and stakeholder engagement

The Group continues to recognise its workforce as central to delivering consistent and reliable valuation and analytics services. Training and development initiatives were maintained to support technical expertise and professional growth, alongside constructive engagement with industry regulators, shipping companies and financial partners.

Looking ahead, the Group intends to continue working closely with Veson Nautical LLC to align its product offering, technology platform and commercial arrangements with the wider group's strategy. Priorities for 2026 include continued investment in the Group's data and analytics capabilities, ongoing integration of shared services with the parent company, and close monitoring of the Group's funding arrangements in support of the going concern basis of preparation.

Promoting the success of the company

The board of Directors remains committed to acting in the Group’s long-term interests, with a clear focus on serving shareholders, employees, clients, and suppliers. The ongoing integration with Veson Nautical LLC has enabled the directors to further align the Group’s strategic aims with the interests of its stakeholders. Key decisions, such as product enhancements and global market expansion, continue to be evaluated against their potential impacts on stakeholder relationships and the Group’s viability.

On behalf of the board

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

The principal activity of the company is investment holding. The group's principal activity is that of an online service for providing real time market information for the Maritime and Aviation sectors.

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

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

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

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

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

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

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

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

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

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

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the medium companies regime.

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

In our opinion the financial statements:

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

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

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

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.

Other information

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

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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 group's or the parent 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 or the parent 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.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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:

Ÿ

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

The profit and loss account 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 groups.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $6,543,390 (2024 - $8,183,631 loss).

Veson (UK) Bidco Limited (“the company”) is a private limited company domiciled and 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.

The group consists of Veson (UK) Bidco Limited and all of its subsidiaries.

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

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

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

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

The consolidated group financial statements consist of the financial statements of the parent company Veson (UK) 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.

The group made a total comprehensive loss of $20,558,271 (2024: $20,358,423) and had net assets of $2,512,583 at 31 December 2025 (2024: $23,070,854). The loss includes amortisation and interest of $22,248,083 (2024: $23,269,946) and, excluding these charges, the group generated a profit of $1,689,812 (2024: $2,911,523).

The group is dependent on its ultimate parent undertaking, Veson Nautical LLC, for a significant proportion of its income and its cash flows are therefore closely linked to those of the wider group. The directors have considered the group's current financial position, available funding arrangements and cash flow forecasts covering the 12 months from the date of approval of these financial statements. These forecasts indicate that the group will have sufficient resources to meet its obligations as they fall due throughout the forecast period.

In addition, Veson Nautical LLC has confirmed that it will provide such financial support as is necessary to enable the group to continue to operate and meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements, including not demanding repayment of intercompany loan balances during that period.

Accordingly, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis in preparing these financial statements.

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

Subscription income for online services, data and analytics is normally received at the beginning of the services and is therefore recognised as a liability within deferred income on the balance sheet. Revenue is recognised evenly over the period of the contractual term as the performance obligations are satisfied evenly over the term of subscription.

Revenue from single copy reports are recognised upon delivery. The client pays for a single static report and the group meets its contract obligation at the point in time the report is delivered to the client.

Revenue from the provision of bespoke research services is recognised once contractual performance obligations have been delivered. Bespoke projects can have a single or series of different deliverables from reports, presentations or delivery of data workbooks. Revenue is recognised as each different contractual obligation within the series is satisfied.

Brokerage revenue from the provision of shipbroking services is recognised at a point in time when the service is substantially complete and the right to consideration is established.

Transfer pricing revenue comprises amounts receivable from fellow group undertakings for sales, marketing, and research and development services provided during the year. Revenue is recognised as the services are performed and is measured by reference to costs incurred plus an agreed mark-up, in accordance with the group’s transfer pricing policy. The policy is intended to reflect an arm’s length return for the functions performed, assets used and risks assumed by the group. Turnover is stated net of VAT and any applicable discounts or credits.

Royalty income comprises amounts receivable from fellow group undertakings for the use of the group's intellectual property. Such income is recognised on an accruals basis in accordance with the terms of the licence agreement by reference to the Licensee's Net Revenue. Amounts are recognised when they can be measured reliably and it is probable that economic benefits will flow to the group.

Other revenue is recognised in reference to performance obligations as contracted. Where amounts have been invoiced in advance of services performed and the amounts are due, this is included within deferred income on the balance sheet. Similarly, if the Group satisfies a performance obligation before it receives the consideration or is contractually due the Group recognises an asset within accrued income in the balance sheet.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

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

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 recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

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

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

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

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

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.

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

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

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

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

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 group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

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

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

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

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 group's contractual obligations expire or are discharged or cancelled.

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

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

The 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.

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

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

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

The bad debt provision is determined based on specific reviews of individual debtor, and the directors exercise judgement in assessing whether there is objective evidence that a debtor balance is impaired and estimate the amount and timing of future cash flows, where applicable. Factors considered include the age 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 general bad debt provision of $33,629 (2024: $163,538) as an estimate in the financial statements.

Investments in subsidiaries are held as fixed assets and shown at cost less provision for impairment. The carrying values of fixed asset investments are reviewed for impairment when an event or changes in circumstances indicate the carrying value may not be fully recoverable. The impairment review involves evaluating the recoverable amount of investments, which is determined based on the higher of fair value less costs to sell and value in use.

In assessing value in use, the directors use discounted projected future cash flows and earnings forecasts for the relevant entities. This assessment includes consideration of current and forecast trading performance, market conditions, expected future growth, and other indicators of potential impairment. Changes in the assumptions underlying these forecasts and estimates could result in material adjustments to the carrying value of investments in 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 as follows.

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. The impairment assessment is subject to estimation uncertainty, as it relies on key assumptions such as future cash flow projections, discount rates, and long-term growth rates. Changes in market conditions, business performance, or macroeconomic factors could impact these assumptions and lead to a material adjustment to the carrying value of goodwill.

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

Their aggregate remuneration comprised:

No remuneration was paid to the directors during the year.

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

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

Registered office addresses (all UK unless otherwise indicated):

During the financial period, VesselsValue (HK) Limited, a wholly-owned subsidiary of VesselsValue Limited, was officially struck off the register of companies.

The company's subsidiary Seasure Shipbroking Limited is exempt from audit by virtue of s479A of the Companies Act 2006.

At 31 December 2025, the Group and Company had an outstanding loan note instrument from its parent company, Veson Nautical LLC amounting to $75,000,000 (2024: $75,000,000). The loan note instrument is repayable on 2 May 2033, and therefore the loan is classified as a long term liability in the financial statements. During the year, $7,161,768 of interest has been charged through the profit and loss account in respect of this loan, and this is included within accruals falling due within one year. In the comparative year, $8,183,631 of interest was imputed, charged through the profit and loss account and received as a capital contribution from the parent company.

In addition, the Group and Company owed its parent company, Veson Nautical LLC, $28,565,427 (2024: $28,565,427), which is included within borrowings falling due within one year.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax asset relates to fixed asset timing differences, tax losses and provisions, and is recognised to the extent that the directors consider it probable that sufficient future taxable profits will be available. Deferred tax is not recognised in respect of tax losses in excess of $4.6m as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

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

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

The disclosure exemption conferred by FRS 102 Section 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 by virtue of its 100% paid up share capital, a company incorporated in Delaware, United States of America.