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REGISTERED NUMBER: 06699620 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

FOR

VIZOLUTION LIMITED

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 18


VIZOLUTION LIMITED

COMPANY INFORMATION
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024







DIRECTORS: R C M Wigley
R P Anton
Z Ben-Ishay





REGISTERED OFFICE: Office Block A
Bay Studio Business Park
Fabian Way
Swansea
SA1 8QB





REGISTERED NUMBER: 06699620 (England and Wales)





AUDITORS: Walker Thompson Ltd
Statutory Auditor
Empress House
43A Binley Road
Coventry
CV3 1HU

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

GROUP STRATEGIC REPORT
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

The directors present their strategic report of the company and the group for the period 1 January 2023 to 31 January 2024.

REVIEW OF BUSINESS
The principal activity of the Group during the year was the development of its proprietary software platform and digital tools, and the resultant service delivery focussed on helping enterprises turn complex customer journeys into effortless experiences, by replicating face to face interactions in remote channels.

In July 2023 the Company was acquired by Lightico Ltd, a company registered in Israel, and as a result become part of the Lightico Group of companies (the "Parent Group"), of which Lightico Ltd is the Ultimate Controlling Party. Following the acquisition both companies have combined their resources, systems, product offerings, and Vizolution uses the trading name Lightico, providing a more comprehensive end solution to its clients.

Lightico allows its clients to interact with their customers remotely and digitally send, receive, sign and store documents securely and in real time. This enables clients to streamline the documentation necessary to support transactions with their customer without the need for traditional time-consuming interactions, this not only reduces the customer journey but also enhances the customer experience.

The accounting period of the Group has been changed to end on 31 January to be co terminus with the Parent Group. The pro-rata trading revenue of the Group was comparable to the prior year with revenue being £8.6M for the 13 months to 31 January (prior 12 months £8.2M) The group became profitable before exceptional costs are considered with an operating profit before exceptional costs of £0.3M in this 13 month period versus a prior year loss before exceptional costs of £0.6M.

During the last financial period the company repaid the secured debt and all convertible loan notes were settled at the time of the acquisition of the group by Lightico Ltd.

The Group continued to invest substantially in research and development to bring new and unique journeys to market with a further £1.1M invested (2022 : £1.4M).


VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

GROUP STRATEGIC REPORT
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The Group is exposed to a number of potential risks which may have a material impact on reputation, financial, and operational performance. The Board of Directors formally reviews and maintains appropriate processes to monitor and mitigate these risks. The key areas of on-going risk management are set out below:

Competition risks

Developments in technology provide new challenges and competition. The Group mitigates these risks by seeking continuous feedback on product performance and making enhancements to channel its Research and Development efforts; and building strong customer relationships with its clients.

Cybersecurity and security breaches

The Group's software may be at risk from cyberattacks and security breaches of the Group's or client's systems. The Group mitigates these risks by:

- employing security and testing measures for the software it deploys to avert security breaches and protect proprietary information,
- having dedicated teams, robust systems and rigorous ISO 27001 certified processes to mitigate cyber threats, and
- having up-to-date policies in place to ensure effective data management in accordance with GDPR.

Revenue concentration

There is a risk of loss of significant licensing contracts to a competitor or alternative in-house systems as the clients seek to reduce operating costs. Historically, the Group has not experienced a significant loss of major contracts. Concentration risk within major accounts is managed by a having pro active relationships with those clients and seeking opportunities to expand adoption and journey use cases to ensure we are critically valuable part of their infrastructure. Concentration risk is less when considered in the context of the parent group.

GOING CONCERN
At the time of approving the financial statements the directors have a reasonable expectation that the company has adequate financial resources to continue its operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The balance sheet has negative net assets of £5.8M, though £5.2M is owed to the parent company with no short term requirement for repayment. The Groups cashflows are dependant on revenues from its large customers, which at the point of signing of the financial statements have renewed their agreements for 2025.

Lightico Ltd., the parent of Vizolution has reviewed the financial statements and forecasts and confirmed that it will provide the necessary financial support to the Group to ensure it can meet its liabilities and continue its operations without significant disruption.

ON BEHALF OF THE BOARD:





Z Ben-Ishay - Director


29 October 2024

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

The directors present their report with the financial statements of the company and the group for the period 1 January 2023 to 31 January 2024.

DIVIDENDS
No dividends will be distributed for the period ended 31 January 2024.

DIRECTORS
R C M Wigley has held office during the whole of the period from 1 January 2023 to the date of this report.

Other changes in directors holding office are as follows:

W W Safran - resigned 4 July 2023
R G J Billordo - resigned 4 July 2023
A J Samuel - resigned 17 April 2023
Ms T H Y Kwong - resigned 4 July 2023
R P Anton - appointed 4 July 2023
Z Ben-Ishay - appointed 4 July 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, 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). 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 the group 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;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





Z Ben-Ishay - Director


29 October 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VIZOLUTION LIMITED

Opinion
We have audited the financial statements of Vizolution Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 January 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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 of the parent company affairs as at 31 January 2024 and of the group's loss for the period 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 group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VIZOLUTION LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VIZOLUTION LIMITED


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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Group and industry, and through discussion with the directors and other management (as required by auditing standards) we identified that the principal risks on non-compliance with laws and regulations related to those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications on non-compliance throughout the audit.

We evaluated managements' incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting journal entries to increase profits or reclassify costs and management bias in accounting estimates and disclosure.

Audit procedures performed by the Group auditors included:-

- discussions with management, relating to known or suspected instances on non-compliance with laws and regulations and fraud

- identifying and testing unusual journal entries

- challenging assumptions and judgements made by management in their significant accounting estimates and judgements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VIZOLUTION LIMITED


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.




Kim Marie Knowles (Senior Statutory Auditor)
for and on behalf of Walker Thompson Ltd
Statutory Auditor
Empress House
43A Binley Road
Coventry
CV3 1HU

29 October 2024

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

CONSOLIDATED
INCOME STATEMENT
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

Period
1.1.23
to Year Ended
31.1.24 31.12.22
Notes £    £   

TURNOVER 4 8,629,271 8,163,501

Administrative expenses 8,901,588 8,809,838
OPERATING LOSS 6 (272,317 ) (646,337 )

Exceptional costs 7 1,238,099 373,439
(1,510,416 ) (1,019,776 )


Interest payable and similar expenses 8 3,189,567 530,069
LOSS BEFORE TAXATION (4,699,983 ) (1,549,845 )

Tax on loss 9 (232,590 ) (396,214 )
LOSS FOR THE FINANCIAL PERIOD (4,467,393 ) (1,153,631 )
Loss attributable to:
Owners of the parent (4,467,393 ) (1,153,631 )

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

Period
1.1.23
to Year Ended
31.1.24 31.12.22
Notes £    £   

LOSS FOR THE PERIOD (4,467,393 ) (1,153,631 )


OTHER COMPREHENSIVE INCOME
Foreign currency translation (270 ) 696
Income tax relating to other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD, NET OF INCOME
TAX


(270


)


696
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

(4,467,663

)

(1,152,935

)

Total comprehensive income attributable to:
Owners of the parent (4,467,663 ) (1,152,935 )

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

CONSOLIDATED BALANCE SHEET
31 JANUARY 2024

2024 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 178,936 134,011
Investments 13 - -
178,936 134,011

CURRENT ASSETS
Debtors: amounts falling due within one
year

14

4,591,253

4,450,700
Cash at bank and in hand 322,276 2,523,766
4,913,529 6,974,466
CREDITORS
Amounts falling due within one year 15 10,814,574 11,719,243
NET CURRENT LIABILITIES (5,901,045 ) (4,744,777 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(5,722,109

)

(4,610,766

)

CREDITORS
Amounts falling due after more than one
year

16

31,389

106,000
NET LIABILITIES (5,753,498 ) (4,716,766 )

CAPITAL AND RESERVES
Called up share capital 20 3,584 2,947
Share premium 21 15,086,117 11,702,957
Retained earnings 21 (20,843,199 ) (16,422,670 )
SHAREHOLDERS' FUNDS (5,753,498 ) (4,716,766 )

The financial statements were approved by the Board of Directors and authorised for issue on 29 October 2024 and were signed on its behalf by:





Z Ben-Ishay - Director


VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

COMPANY BALANCE SHEET
31 JANUARY 2024

2024 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 178,936 134,011
Investments 13 - -
178,936 134,011

CURRENT ASSETS
Debtors: amounts falling due within one
year

14

4,598,181

4,456,562
Cash at bank and in hand 313,957 2,513,079
4,912,138 6,969,641
CREDITORS
Amounts falling due within one year 15 10,809,003 11,715,157
NET CURRENT LIABILITIES (5,896,865 ) (4,745,516 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(5,717,929

)

(4,611,505

)

CREDITORS
Amounts falling due after more than one
year

16

31,389

106,000
NET LIABILITIES (5,749,318 ) (4,717,505 )

CAPITAL AND RESERVES
Called up share capital 20 3,584 2,947
Share premium 21 15,086,117 11,702,957
Retained earnings 21 (20,839,019 ) (16,423,409 )
SHAREHOLDERS' FUNDS (5,749,318 ) (4,717,505 )

Company's loss for the financial year (4,462,744 ) (1,150,196 )

The financial statements were approved by the Board of Directors and authorised for issue on 29 October 2024 and were signed on its behalf by:





Z Ben-Ishay - Director


VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 2,947 (15,236,487 ) 11,702,957 (3,530,583 )

Changes in equity
Deficit for the year - (1,153,631 ) - (1,153,631 )
Other comprehensive income - 696 - 696
Total comprehensive income - (1,152,935 ) - (1,152,935 )
Credit relating to
equity-settled share-
based payments - (33,248 ) - (33,248 )
Balance at 31 December 2022 2,947 (16,422,670 ) 11,702,957 (4,716,766 )

Changes in equity
Deficit for the period - (4,467,393 ) - (4,467,393 )
Other comprehensive income - (270 ) - (270 )
Total comprehensive income - (4,467,663 ) - (4,467,663 )
Credit relating to
equity-settled share-
based payments - 47,134 - 47,134
Share issue 637 - 3,383,160 3,383,797
Balance at 31 January 2024 3,584 (20,843,199 ) 15,086,117 (5,753,498 )

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 2,947 (15,239,965 ) 11,702,957 (3,534,061 )

Changes in equity
Credit relating to
equity-settled share-
based payments - (33,248 ) - (33,248 )
Total comprehensive income - (1,150,196 ) - (1,150,196 )
Balance at 31 December 2022 2,947 (16,423,409 ) 11,702,957 (4,717,505 )

Changes in equity
Credit relating to
equity-settled share-
based payments - 47,134 - 47,134
Share issue 637 - 3,383,160 3,383,797
Total comprehensive income - (4,462,744 ) - (4,462,744 )
Balance at 31 January 2024 3,584 (20,839,019 ) 15,086,117 (5,749,318 )

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

Period
1.1.23
to Year Ended
31.1.24 31.12.22
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (1,759,400 ) (659,868 )
Tax and grant credits 410,430 477,088
Net cash from operating activities (1,348,970 ) (182,780 )

Cash flows from investing activities
Purchase of tangible fixed assets (99,069 ) (2,495 )
Sale of tangible fixed assets 325 1,100
Net cash from investing activities (98,744 ) (1,395 )

Cash flows from financing activities
Loan repayments (703,384 ) (667,789 )
Interest paid (50,121 ) (112,616 )
Net cash from financing activities (753,505 ) (780,405 )

Decrease in cash and cash equivalents (2,201,219 ) (964,580 )
Cash and cash equivalents at
beginning of period

2

2,523,766

3,487,649
Effect of foreign exchange rate changes (271 ) 697
Cash and cash equivalents at end of
period

2

322,276

2,523,766

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period
1.1.23
to Year Ended
31.1.24 31.12.22
£    £   
Loss before taxation (4,699,983 ) (1,549,845 )
Depreciation charges 54,144 35,141
Profit on disposal of fixed assets (325 ) (1,100 )
Share based payments 47,134 (33,248 )
Net foreign exchange differences (181,857 ) -
Finance costs 3,189,567 530,069
(1,591,320 ) (1,018,983 )
(Increase)/decrease in trade and other debtors (109,096 ) 354,064
(Decrease)/increase in trade and other creditors (58,984 ) 5,051
Cash generated from operations (1,759,400 ) (659,868 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 January 2024
31.1.24 1.1.23
£    £   
Cash and cash equivalents 322,276 2,523,766
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 2,523,766 3,487,649


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.1.24
£    £    £   
Net cash
Cash at bank and in hand 2,523,766 (2,201,490 ) 322,276
2,523,766 (2,201,490 ) 322,276
Debt
Debts falling due within 1 year (639,647 ) 639,647 -
Debts falling due after 1 year (63,737 ) 63,737 -
(703,384 ) 703,384 -
Total 1,820,382 (1,498,106 ) 322,276

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

4. MAJOR NON-CASH TRANSACTIONS

On the 12th June 2023, the shareholders of Vizolution entered into a share purchase agreement (SPA) with Lightico Ltd in connection with the proposed acquisition by Lightico of the entire share capital of the Company.

Immediately prior to completion of the SPA, the Convertible Loan Notes became convertible or redeemable. The principal amount for each note holder accrued a redemption premium that was in aggregate £4,174,500, such that the total amount outstanding was £8,349,000. The Future Fund converted their final loan amount of £3,174,500 into 5,277,895 Conversion Shares - these shares ranked pari passu with all other Ordinary Shares.

On the 4th July 2023 the entire issued share capital of the Company was sold to Lightico Ltd and as part of this transaction, the above mentioned Conversion Shares were sold to Lightico.

The transaction constituted as an "Exit" for the purposes of the Convertible Loan Agreement however, the remaining lenders (all except Future Fund) elected for their final loan amounts, totalling £5,174,500, to not automatically convert into shares of Vizolution. Instead the final loan amounts were assigned to Lightico in the form of Lightico Convertible Loan Notes. This formed the base of the intercompany loan account that Vizolution has with Lightico and shows in the accounts as "Amounts owed to group undertakings" within creditors.

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

1. STATUTORY INFORMATION

Vizolution 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 General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The directors have reviewed the company's current financial situation, expected liabilities and cash outflows arising from its activities over the next 12 month period and are confident that the company has sufficient cash to meet its existing and potential liabilities as they fall due. The directors have sufficient visibility over the progress of trading to support such judgement, given that significant revenues over this period come from existing contracts. Support has been confirmed by the Parent company that it will provide the necessary financial support to ensure the Group can meet its liabilities and continue its operations without significant disruption. To bolster the working capital, the Group has secured new funding from investors via a simple agreement for future equity (SAFE).

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The period covered by the financial statements is a total of 13 months. The Company extended its financial period to align it with its parent company. The comparatives are therefore not entirely comparable.

Vizolution Limited disclosure exemptions
In preparing the separate financial statements of Vizolution Limited (the "Company"), advantage has been taken of the following disclosure exemptions available in FRS 102:

-No cash flow statement has been presented for the Company;

-Disclosures in respect of the Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the group as a whole; and

-No disclosure has been given for the aggregate remuneration of the key management personnel of the Company as their remuneration is included in the totals for the group as a whole.

The following principal accounting policies have been applied:

Basis of consolidation
The consolidated financial statements present the results of Vizolution Limited and it subsidiary ("the Group") as if they formed a single entity. Intergroup transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

2. ACCOUNTING POLICIES - continued

Turnover
Vizolution generates revenue primarily from the provision of its CX-technology (software) and professional services where the client requires consultancy services to, for example, develop, customise, integrate and enhance its internal systems, platforms and digital tools

Revenue is recognised once a legally binding contract has been established between the company and the customer, and the delivery of the service has commenced, and only providing the amount of revenue can be measured reliably and it is probable that the company will receive consideration.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and sales taxes.

Software
Licence fees, support and maintenance revenues are bundled together because the revenue streams have no individual value as standalone items due to the specific nature of the software and its connected services. As such, these elements are considered as being intertwined and inseparable due to their value together.

Maintenance is incurred throughout the term of the licence on an ongoing basis. Support is provided throughout the licence period and varies depending on product usage, performance and customer requirements.

Revenue is priced as either fixed license fee or on a cost per usage basis (e.g. completed transactions or number of licenced users).

Revenue from fixed priced licences is recognised on an accrual basis and when invoiced in advance, the income is deferred on the balance sheet and recognised in the statement of comprehensive income on a straight line basis from the licence start date and over the term of the licence, which is also the period in which the services are rendered.

Revenue from cost per usage contracts is recognised in the statement of comprehensive income on an accrual basis according to the volumes handled in such period, taking into consideration minimum commitment fees.

Professional services
Professional service revenues are recognised when the service has been delivered. If billed in advance,the amount related to consultancy days not yet delivered at the end of the period is deferred on the balance sheet and recognised in the statement of comprehensive income as the service takes place.

Intangible assets
Website costs are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Website costs are being amortised evenly over their estimated useful life of three years. Amortisation is charged to Administrative expenses in the Income Statement.

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible assets consist of leasehold improvements, fixtures and furniture, office and IT equipment. These assets are initially recognised at cost including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended.

Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value of the assets.

Improvements to property - Straight line over period of the lease
Fixtures and fittings - Straight line over 24 months
Office equipment - Straight line over 24 months

Fixed assets are tested annually for impairment. Any impairment charge is recognised in administrative expenses within the Income Statement in the year in which it occurs

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets held by the company include trade and other receivables, loans to group undertakings as well as cash and cash equivalents, which are initially recognised at transactions price, unless the arrangement constitutes a financing transaction.
Due to their short term nature, the carrying value of financial assets approximate their fair value after impairment charges for amounts with low likelihood of recoverability.

Trade receivables
Trade receivables are amounts due from customers for services provided in the ordinary course of business and are stated net of any provision for impairment. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default, or significant delay in payment) that the Group would be unable to collect all of the amounts due. The amount of such provision is the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. The impairment loss is recognised in the statement of comprehensive income.

Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term highly liquid investments with original maturity of three months or less.

Financial liabilities
Financial liabilities include trade and other payables and loans. All financial liabilities are initially recognised at fair value including directly attributable transaction costs, and subsequently measured at amortised cost using the effective interest method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if payment are due within one year. If not, they are presented as non-current liabilities.

Convertible loan notes - Future Fund
Convertible loan notes taken out through the government Future Fund scheme are long-term loans with an equity conversion option.
These instruments are compound debt instruments and therefore accounted for as two separate elements: the debt component (a financial liability) and the option to convert into shares at a later date (a derivative classed as an equity instrument).

On issuing of convertible debt, the company has to allocate the proceeds between the liability and equity components. To make the allocation, the company has to first determine the value of the liability as the fair value of a similar liability that does not have a conversion feature or similar associated equity component, with the residual amount to be allocated to equity. Transaction costs are proportionally allocated to the debt and equity components at their relative fair values.

Separation of the convertible loan is made on initial recognition and not revised in subsequent periods. The liability is subsequently measured at amortised cost using the effective interest method. At the end of the financial year, the liability component is presented in the balance sheet within non-current liabilities as long as the trigger for repayment or conversion of the debt is not expected to occur in the subsequent 12 months following the end of the financial year.

Due to the sale of the company after the year end and the subsequent settlement of the convertible loan notes, the liability component has been presented in the balance sheet within current liabilities.

Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.


VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is expensed in the year in which it is incurred.

Foreign currency translation
(a) Functional and presentation currency

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Sterling Pound, which is the Company's functional and the group's presentation currency.
On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

(b) Transactions and balances

Foreign currency transactions are translated into Sterling using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within 'interest receivable and similar income'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income or expense'.

Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

2. ACCOUNTING POLICIES - continued

Share-based payments
Certain employees participate in the Group's share option scheme which provides additional remuneration for those employees who are considered key to the operations of the Group. The award is given in the form of shares options ('equity-settled transactions') in exchange for their services.
The Group has applied the requirements of FRS 102 Share-based Payments to all grants of equity instruments.

The options are granted with a fixed exercise price, are exercisable upon meeting certain market conditions and expire ten years after the date of grant. Employees are not entitled to dividends until the options are exercised. Vesting of the options is subject to continued employment with the Group until exercised (service vesting condition), otherwise the awards lapse.

The fair value of equity settled transactions with employees is measured by reference to the fair value of the equity instrument at the grant date which is determined by using a Black Scholes model, which is a generally accepted valuation method that uses market data to the greatest extent practicable to estimate what the price of those equity instruments would be on at grant date in an arm's length transaction.

The cost of equity-settled transactions is recognised as an expense in the Statement of Comprehensive Income with a corresponding increase in equity, over the period in which the service and any other performance conditions and are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('vesting date'). At each balance sheet date before vesting, the cumulative expense is recalculated representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of vesting conditions and the number of equity instruments that will ultimately vest. No expense or increase in equity is recognised for awards that do not ultimately vest.
Market conditions and other non-vesting conditions are taken into account in determining the fair value of the options at grant date, and are subsequently not adjusted for. Awards where vesting is conditional upon a market condition are treated as vesting irrespective of whether or not the market condition is met, provided that all other performance conditions are satisfied.

Investments in subsidiaries and associates
Subsidiaries are entities over which the Group has power to govern the financial and operating policies so as to obtain benefits from its activities, generally accompanied by a shareholding giving rise to a majority of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the dare on which control ceases. In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In preparing these financial statements, the Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. In the opinion of the Directors, there are no estimates and judgements which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Areas where estimates and judgements have been applied are disclosed below :


I. Amortisation of intangible assets

Management has had to apply judgement in estimating the useful economic lives of the intangible assets after taking into consideration pace of technological change in the sector and estimated net present value of economic benefits derived from the asset.


II. Fair value of fixed and intangible assets

Management has had to apply estimation in determining whether there are indicators of impairment of the group's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.


III. Lease commitments

Management has had to apply judgement to determine whether leases entered into by the group as a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

4. TURNOVER

The whole of the Group's revenue is attributable to the provision of services relating to the performance obligations satisfied from contracts with customers, the principal activity of the Group.

31.9% of the company's turnover was derived from overseas markets (2022: 28.7%).

2024 2022

£ £

UK 5,873,213 5,820,122

Europe 807,554 865,452

Rest of the world 1,948,504 1,477,927

8,629,271 8,163,501

5. EMPLOYEES AND DIRECTORS

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

Staff costs including directors emoluments comprise:

2024 2022
£ £
Wages and salaries 4,705,934 4,913,588
Social security costs 525,537 583,733
Other pension costs 371,324 373,970
Share-based payments 47,134 (33,248 )
Contractor fees and other staff costs 1,461,131 1,052,968
7,111,060 6,891,011


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

2024 2022

Sales and Marketing 8 11
Development 30 38
Delivery, IT and Operations 28 29
Management and Admin 10 11
76 89


The average number of employees by undertakings that were proportionately consolidated during the year was 0 (2022 - 0).

2024 2022
£ £
Directors' remuneration 371,436 449,160
Directors' pension contributions to money purchase schemes 13,811 26,972

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 0 2

Information regarding the highest paid directors is as follows:

2024 2022
£ £
Emoluments etc 175,911 216,410
Pension contributions to money purchase schemes 7,224 13,853

Remunerations include all forms of consideration paid or payable for services received in the year.

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

6. OPERATING LOSS

The operating loss is stated after charging/(crediting):

Period
1.1.23
to Year Ended
31.1.24 31.12.22
£    £   
Depreciation - owned assets 54,144 33,126
Profit on disposal of fixed assets (325 ) (1,100 )
Website amortisation - 2,016
Foreign exchange differences (139,814 ) 9,611
Auditors remuneration 15,000 9,000

7. EXCEPTIONAL ITEMS
Period
1.1.23
to Year Ended
31.1.24 31.12.22
£    £   
Exceptional costs (1,238,099 ) (373,439 )

Exceptional costs include various legal and professional fees associated with the sale of the Company in July 2023.

8. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.1.23
to Year Ended
31.1.24 31.12.22
£    £   
Interest paid 3,189,567 530,069

9. TAXATION

Analysis of the tax credit
The tax credit on the loss for the period was as follows:
Period
1.1.23
to Year Ended
31.1.24 31.12.22
£    £   
Current tax:
R & D tax credit (232,590 ) (396,214 )
Tax on loss (232,590 ) (396,214 )

Tax effects relating to effects of other comprehensive income

1.1.23 to 31.1.24
Gross Tax Net
£    £    £   
Foreign currency translation (270 ) - (270 )


VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

9. TAXATION - continued
2022
Gross Tax Net
£    £    £   
Foreign currency translation 696 - 696

10. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


11. INTANGIBLE FIXED ASSETS

Group
Website
£   
COST
At 1 January 2023
and 31 January 2024 10,370
AMORTISATION
At 1 January 2023
and 31 January 2024 10,370
NET BOOK VALUE
At 31 January 2024 -
At 31 December 2022 -

Company
Website
£   
COST
At 1 January 2023
and 31 January 2024 10,370
AMORTISATION
At 1 January 2023
and 31 January 2024 10,370
NET BOOK VALUE
At 31 January 2024 -
At 31 December 2022 -

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

12. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to and Office
property fittings equipment Totals
£    £    £    £   
COST
At 1 January 2023 242,518 55,394 206,835 504,747
Additions - - 99,069 99,069
Disposals - - (831 ) (831 )
At 31 January 2024 242,518 55,394 305,073 602,985
DEPRECIATION
At 1 January 2023 114,418 55,394 200,924 370,736
Charge for period 26,273 - 27,871 54,144
Eliminated on disposal - - (831 ) (831 )
At 31 January 2024 140,691 55,394 227,964 424,049
NET BOOK VALUE
At 31 January 2024 101,827 - 77,109 178,936
At 31 December 2022 128,100 - 5,911 134,011

Company
Improvements Fixtures
to and Office
property fittings equipment Totals
£    £    £    £   
COST
At 1 January 2023 242,518 55,394 206,836 504,748
Additions - - 99,069 99,069
Disposals - - (831 ) (831 )
At 31 January 2024 242,518 55,394 305,074 602,986
DEPRECIATION
At 1 January 2023 114,418 55,394 200,925 370,737
Charge for period 26,273 - 27,871 54,144
Eliminated on disposal - - (831 ) (831 )
At 31 January 2024 140,691 55,394 227,965 424,050
NET BOOK VALUE
At 31 January 2024 101,827 - 77,109 178,936
At 31 December 2022 128,100 - 5,911 134,011

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

13. FIXED ASSET INVESTMENTS

The company's investments at the balance sheet date in the share capital of companies that have been included in these consolidated financial statements are as follows:

Subsidiary:

Vizolution Inc.
Registered office: United States
Nature of business: Information technology consultancy activities

% holding
Class of shares: 2024 2022
Common Stock 100.00 100.00


14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2022 2024 2022
£    £    £    £   
Trade debtors 2,776,559 1,309,269 2,776,559 1,309,269
Other debtors 209,297 - 209,297 -
Amounts owed by group undertakings - - 6,928 5,862
Grants receivable 244,468 422,308 244,468 422,308
Prepayments 296,144 309,959 296,144 309,959
Accrued income 1,064,785 2,409,164 1,064,785 2,409,164
4,591,253 4,450,700 4,598,181 4,456,562

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2022 2024 2022
£    £    £    £   
Other loans (see note 17) - 639,647 - 639,647
Trade creditors 512,541 90,543 512,541 90,544
Amounts owed to group undertakings 5,156,199 - 5,156,199 -
Social security and other taxes 197,827 217,713 197,827 217,713
VAT 341,332 54,480 341,332 54,480
Other creditors 988,163 847,225 988,163 847,225
Accruals and deferred income 3,618,512 4,660,081 3,612,941 4,655,994
Convertible loan notes - Future fund - 5,209,554 - 5,209,554
10,814,574 11,719,243 10,809,003 11,715,157

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2024 2022 2024 2022
£    £    £    £   
Other loans (see note 17) - 63,737 - 63,737
Other creditors 31,389 42,263 31,389 42,263
31,389 106,000 31,389 106,000

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

17. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2022 2024 2022
£    £    £    £   
Amounts falling due within one year or on demand:
Other loans - 639,647 - 639,647
Amounts falling due between one and two years:
Other loans - 1-2 years - 63,737 - 63,737

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2024 2022
£    £   
Within one year 88,542 99,660
Between one and five years 6,191 30,143
94,733 129,803

Lease payments recognised as an expense:

2024 2022
£ £
94,479 122,001

19. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2024 2022 2024 2022
£    £    £    £   
Other loans - 703,384 - 703,384

The loan is secured by a fixed and floating charge on all present and future assets of the Group, including cash and accounts receivable.

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2022
value: £    £   
35,833,064 Ordinary £0.0001 3,584 2,947

VIZOLUTION LIMITED (REGISTERED NUMBER: 06699620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 31 JANUARY 2024

20. CALLED UP SHARE CAPITAL - continued

6,362,895 Ordinary shares of £0.0001 each were allotted as fully paid at a premium of £0.531702 per share during the period.

21. RESERVES

The Following describes the nature and purpose of each reserve within equity:

Share premium: Amount subscribed for share capital in excess of nominal value.

Retained earnings: all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

22. RELATED PARTY DISCLOSURES

Entities that provide key management personnel services to the entity
2024 2022
£    £   
Purchases - 26,917
Amount due to related party - 1,650

23. ULTIMATE CONTROLLING PARTY

On the 4th July 2023 the entire issued share capital of the Company was sold to Lightico Ltd., a company registered in Israel, in exchange for newly issued shares in Lightico Ltd. As a result, the Company became part of the Lightico Group, of which Lightico Ltd is the Ultimate Controlling Party.

Lightico operate in the same market as Vizolution, providing digital solutions to clients to enhance customer journeys. The combination strengthens both companies as each will benefit from a broader range of technologies and market access, and will also accelerate innovation in customer journey solutions as the new company combines its development efforts.

24. SHARE-BASED PAYMENT TRANSACTIONS

A reconciliation of share option movements over the year to 31 January 2024 is shown below:

2024 2022





No. of
options
Weighted
average
exercise
price


No. of
options
Weighted
average
exercise
price
£    £   
Outstanding at 1st January 1,942,737 0.2539 1,888,444 0.4817
Granted - - 1,790,250 0.1929
Exercised (1,085,000 ) 0.1929 - -
Lapsed (232,487 ) 0.7029 (460,706 ) 0.4613
Surrendered (625,250 ) 0.1929 (1,275,250 ) 0.4306
Outstanding at 31st January /
December

-

-

1,942,737

0.2539
Exercisable at 31st January /
December

-

-

1,727,737

0.2615

The total charge for the year was £47,134 (2022: -£33,248).