REGISTERED NUMBER: 12125319 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

VELA SOFTWARE LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

Directors:

M Thompson

J T O'Hagan

Registered office:

6th Floor, Eagle Tower

Montpellier Drive

Cheltenham

GL50 1TA

Registered number:

12125319 (England and Wales)

Senior statutory auditor:

Antony Sassen

Independent auditors:

S&W Audit

Pall Mall

1 Pollen Square

59 King Street

Manchester

M2 4PD

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

Principal activity

The principal activity of the company in the year under review was that of business and domestic software development.

Dividends

No dividends will be distributed for the year ended 31 December 2025.

Directors

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

M Thompson

J T O'Hagan

Going concern

As at year end the company has net current liabilities. The company is dependent, in absence of other funding, on the continued financial support from its ultimate parent company. The ultimate parent company has confirmed its commitment to provide necessary support by providing adequate facilities for at least 12 months from when the financial statements are authorised for issue.

On that basis the directors consider it appropriate to prepare the financial statements on a going concern basis.

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the Directors 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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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 as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

On behalf of the board:

J T O'Hagan - Director

22 September 2026

Opinion

We have audited the financial statements of Vela Software Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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 101 'Reduced Disclosure Framework' (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 Auditors' 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 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 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 report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where 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 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 Statement of Directors' Responsibilities set out on page two, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

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

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

We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation.

We understand that the company complies with the framework through outsourcing payroll, accounts preparation and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company's ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company:

- The Companies Act 2006 and FRS 101 in respect of the preparation and presentation of the financial statements; and

- UK taxation law.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement including how fraud might occur. The areas identified in this discussion were:

- Manipulation of financial statements, especially revenue and investments, via fraudulent journal entries;

- Manipulation of revenue around year end; and

- Manipulation of the assumptions with the impairment assessment for the investments.

These areas were communicated to the other members of the engagement team not present at the discussion.

The procedures we carried out to gain evidence in the above areas included:

- identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;

- Assessing the extent of compliance with relevant laws and regulations;

- Revenue recognition, we have tested a sample of sales contracts in the year, ensuring they have led to sales in the financial statements as well as increasing the risk to ensure that sales are recorded in the correct period in particular around year end; and

- We have evaluated management's assessment of the investment estimation and reviewed supporting evidence.

Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Antony Sassen (Senior Statutory Auditor)

for and on behalf of S&W Audit

Pall Mall

1 Pollen Square

59 King Street

Manchester

M2 4PD

22 September 2026

Turnover

3

2,990,015

3,462,149

Cost of sales

(2,208,898

)

(2,413,018

)

Gross profit

781,117

1,049,131

Administrative expenses

145,961

(351,574

)

Operating profit

927,078

697,557

Interest receivable and similar income

-

10,823

927,078

708,380

Interest payable and similar expenses

5

-

(158

)

Profit before taxation

6

927,078

708,222

Tax on profit

7

(207,911

)

(182,014

)

Profit for the financial year

719,167

526,208

Other comprehensive income

-

-

Total comprehensive income for the year

719,167

526,208

Fixed assets

Intangible assets

8

169,308

189,611

Tangible assets

9

-

1,301

Investments

10

7,724,841

7,724,841

7,894,149

7,915,753

Current assets

Debtors

11

2,006,088

8,880,889

Cash at bank

60,669

56,660

2,066,757

8,937,549

Creditors

Amounts falling due within one year

12

3,884,040

11,495,603

Net current liabilities

(1,817,283

)

(2,558,054

)

Total assets less current liabilities

6,076,866

5,357,699

Capital and reserves

Called up share capital

13

1

1

Capital contribution reserve

14

4,334,719

4,334,719

Retained earnings

14

1,742,146

1,022,979

Shareholders' funds

6,076,866

5,357,699

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2026 and were signed on its behalf by:

J T O'Hagan - Director

Called up

Capital

share

Retained

contribution

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

1

496,771

4,334,719

4,831,491

Changes in equity

Total comprehensive income

-

526,208

-

526,208

Balance at 31 December 2024

1

1,022,979

4,334,719

5,357,699

Changes in equity

Total comprehensive income

-

719,167

-

719,167

Balance at 31 December 2025

1

1,742,146

4,334,719

6,076,866

1.	Statutory information

Vela Software Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment; and

-

paragraph 118(e) of IAS 38 Intangible Assets;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Preparation of consolidated financial statements

The financial statements contain information about Vela Software Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Going concern

As at year end the company has net current liabilities. The company is dependent, in absence of other funding, on the continued financial support from its ultimate parent company. The ultimate parent company has confirmed its commitment to provide necessary support by providing adequate facilities for at least 12 months from when the financial statements are authorised for issue.

On that basis the directors consider it appropriate to prepare the financial statements on a going concern basis.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amount of assets, liabilities, income and expenses. Actual results may differ from the estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered to be reasonable based on the circumstances. The actual amount of values may vary in certain instances from the assumptions and estimates made. Changes will be recorded with the corresponding effect in the Statement of Comprehensive Income.

The most significant areas of the financial statements where the above apply are in relation to intangible assets and investments.

Management exercises significant judgement in determining the useful economic lives of intangible assets and in assessing whether indicators of impairment exist. The useful lives are based on management's expectations of the period over which the assets generate economic benefits. In addition, management assesses intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. This requires judgements in estimating future cash flows, growth rates and discount rates used in value-in-use calculations.

The company holds investments which is carried at cost less any impairment. Management have assessed whether there are indicators of impairment. In making these assessments, management exercised significant judgement in evaluating the financial performance and future cash flow projections. Based upon this assessment, no impairment has been recognised.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefit will flow to the company and the revenue can be easily measured. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes once the service has been rendered.

The company provides software to customers under a commercial agreement that includes a variable pricing structure. Under the terms of the agreement the customer pays monthly fee based upon the higher of a minimum monthly fee or a percentage of revenue share.

Goodwill and intangible assets

Goodwill and intangible assets are initially measured at cost. Goodwill is assessed for impairment on an annual basis. For other intangible assets after initial recognition they are measured at cost less any accumulated amortisation over their useful economic lives of between 40 and 52 months, and also after any accumulated impairment losses.

Tangible fixed assets

Computer equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price and costs directly attributable to bringing the asset to its working condition for its intended use.

Computer equipment is depreciated at 33% per annum using the straight line basis.

Financial instruments

Short term debtors are measured at transaction price, less any impairment.

Creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business. They are recognised at fair value.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are disclosed within admin expenses.

3.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company.

4.	Employees and directors

2025

2024

£

£

Wages and salaries

1,664,117

1,771,362

Social security costs

216,214

198,078

Other pension costs

37,364

65,505

1,917,695

2,034,945

The average number of employees during the year was as follows:

2025

2024

Administration

20

23

Included in average staff numbers are staff whose costs are fully recharged to group entities and are therefore excluded from the costs disclosed above.

2025

2024

£

£

Directors' remuneration

-

-

During the period, all directors were remunerated through another group company. No amounts were paid directly by the company.

5.

Interest payable and similar expenses

2025

2024

£

£

Bank interest

-

158

6.	Profit before taxation

The profit before taxation is stated after charging/(crediting):

2025

2024

£

£

Depreciation - owned assets

1,301

2,378

Loss on disposal of fixed assets

-

2,652

Intellectual property amortisation

20,275

20,275

Computer software amortisation

28

274

Auditors' remuneration

18,400

17,500

Audit-related assurance services

1,800

2,000

Taxation compliance services

2,100

1,750

Foreign exchange differences

(352,464

)

100,990

7.

Taxation

Analysis of tax expense

2025

2024

£

£

Current tax:

Corporation tax

214,823

158,957

(Over)/under provision PY

(30,020

)

-

Total current tax

184,803

158,957

Deferred tax

23,108

23,057

Total tax expense in statement of comprehensive income

207,911

182,014

Factors affecting the tax expense

The tax assessed for the year is lower (2024 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before income tax

927,078

708,222

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

231,770

177,056

Effects of:

Expenses not deductible for tax purposes

1,160

2,892

Capital allowances in excess of depreciation and amortisation

(18,107

)

(17,353

)

Income not taxable for tax purposes

-

(3,638

)

(Over)/under provision

(30,020

)

-

Deferred tax movements

23,108

23,057

Tax expense

207,911

182,014

8.	Intangible fixed assets

Customer

Intellectual

relationship

Computer

Goodwill

property

asset

software

Totals

£

£

£

£

£

Cost

At 1 January 2025

and 31 December 2025

122,000

2,439,259

1,300,000

2,458

3,863,717

Amortisation

At 1 January 2025

-

2,371,676

1,300,000

2,430

3,674,106

Amortisation for year

-

20,275

-

28

20,303

At 31 December 2025

-

2,391,951

1,300,000

2,458

3,694,409

Net book value

At 31 December 2025

122,000

47,308

-

-

169,308

At 31 December 2024

122,000

67,583

-

28

189,611

9.	Tangible fixed assets

Computer

equipment

£

Cost

At 1 January 2025

and 31 December 2025

13,417

Depreciation

At 1 January 2025

12,116

Charge for year

1,301

At 31 December 2025

13,417

Net book value

At 31 December 2025

-

At 31 December 2024

1,301

10.	Investments

Shares in

group

undertaking

£

Cost

At 1 January 2025

and 31 December 2025

7,724,841

Net book value

At 31 December 2025

7,724,841

At 31 December 2024

7,724,841

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Crescentone Software Limited

Registered office: 960 Capability Green, Luton, Bedfordshire, LU1 3PE

Nature of business: Digital marketplace

%

Class of shares:

holding

Ordinary

100.00

Deferred

100.00

Realis Simulation Ltd

Registered office: Shoreham Technical Centre, Old Shoreham Rd, Shoreham-By-Sea, West Sussex, United Kingdom, BN43 5FG

Nature of business: Software development

%

Class of shares:

holding

Ordinary

100.00

11.

Debtors

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

168,023

193,358

Amounts owed by group undertakings

1,651,319

8,448,855

Prepayments and accrued income

10,280

36,801

1,829,622

8,679,014

Amounts falling due after more than one year:

Other debtors

177

2,478

Deferred tax

176,289

199,397

176,466

201,875

Aggregate amounts

2,006,088

8,880,889

The deferred tax amount expected to reverse in the financial year ended 31 December 2026 is £23,108 (2024: £23,057).

12.

Creditors: amounts falling due within one year

2025

2024

£

£

Trade creditors

25,930

17,811

Amounts owed to group undertakings

3,258,295

11,181,353

Corporation tax

338,119

47,825

VAT

62,707

71,934

Other creditors

50,867

57,596

Accruals and deferred income

148,122

119,084

3,884,040

11,495,603

13.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary

£1

1

1

14.

Reserves

Capital

Retained

contribution

earnings

reserve

Totals

£

£

£

At 1 January 2025

1,022,979

4,334,719

5,357,698

Profit for the year

719,167

-

719,167

At 31 December 2025

1,742,146

4,334,719

6,076,865

15.	Pension commitments

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £37,364 (2024 - £65,505).

As at 31st December 2025 there is a creditor due of £7,907.

16.	Ultimate controlling party

The ultimate parent company and controlling party is Constellation Software Inc, a company incorporated in Canada and listed on the Toronto Stock Exchange. The smallest and largest consolidated accounts which include the company are the Constellation Software Inc group accounts.

The consolidated accounts of Constellation Software Inc are available to the public and may be obtained from www.csisoftware.com.