| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| FOR |
| VISIER LIMITED |
| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| FOR |
| VISIER LIMITED |
| VISIER LIMITED (REGISTERED NUMBER: 10709019) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| VISIER LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| VISIER LIMITED (REGISTERED NUMBER: 10709019) |
| BALANCE SHEET |
| 31 JANUARY 2025 |
| 31.1.25 | 31.1.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 4 |
| CURRENT ASSETS |
| Debtors | 5 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 6 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| RESERVES |
| Capital contribution reserve | 9 |
| Retained earnings | 9 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the director and authorised for issue on |
| VISIER LIMITED (REGISTERED NUMBER: 10709019) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 1. | STATUTORY INFORMATION |
| Visier Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The ultimate parent company, Visier Inc, will continue to provide any financial support which may be necessary in order that the company can meet its liabilities as they fall due for a period no less than 12 months and 1 day from the date of the signing of the audit report. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these financial statements. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Turnover |
| Turnover is calculated on cost plus 5% basis, and is recharged to a fellow group undertaking. The revenue is recognised when the relevant costs have been accrued. |
| Tangible fixed assets |
| Plant and machinery etc | - |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 year 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. |
| 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 taken into account in arriving at the operating result. |
| VISIER LIMITED (REGISTERED NUMBER: 10709019) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Financial instruments |
| Basic Financial Instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102. |
| Share-based payments |
| Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. |
| The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. |
| The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. |
| The share based payment expense is recognised on a reasonable allocation of the group expense. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | TANGIBLE FIXED ASSETS |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| At 1 February 2024 |
| Additions |
| At 31 January 2025 |
| DEPRECIATION |
| At 1 February 2024 |
| Charge for year |
| At 31 January 2025 |
| NET BOOK VALUE |
| At 31 January 2025 |
| VISIER LIMITED (REGISTERED NUMBER: 10709019) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Amounts owed by group undertakings |
| Other debtors |
| 6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Trade creditors |
| Taxation and social security |
| Other creditors & accruals |
| 7. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31.1.25 | 31.1.24 |
| £ | £ |
| Within one year |
| 8. | CALLED UP SHARE CAPITAL |
| Allotted and Issued: |
Number: |
Class: |
Nominal Value: |
31.1.25 |
31.1.24 |
| 1 | Ordinary | £0.01 | £0.01 | £0.01 |
| 9. | RESERVES |
| Capital |
| Retained | contribution |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 February 2024 | 776,110 |
| Deficit for the year | ( |
) | ( |
) |
| Share option charge | - | 243,201 | 243,201 |
| At 31 January 2025 | 1,006,981 |
| The capital contribution reserve is a non-distributable reserve and relates to equity recognised in respect of share options granted to employees of the Company by the parent company. |
| 10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| VISIER LIMITED (REGISTERED NUMBER: 10709019) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 JANUARY 2025 |
| 10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 - continued |
| We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:- |
| "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." |
| 11. | ULTIMATE CONTROLLING PARTY |
| There is no ultimate controlling party. |
| 12. | SHARE-BASED PAYMENT TRANSACTIONS |
| The parent company has issued equity settled share options to employees of Visier Limited. These options all vest over a period of 4 years and expire after 10 years from the vesting commencement date. |
| The following table summarises the equity settled share options with employees in the period: |
Item | Number of options | Weighted average exercise price(USD | ) |
| Outstanding at the beginning of the period | 1,822,633 | $2.37 |
| Granted during the year | 145,300 | $2.58 |
| Forfeited/cancelled during the period | (1,420,863 | ) | $2.42 |
| Exercised during the period | (26,370 | ) | $2.17 |
| Expired during the period | - | - |
| Outstanding at the end of the period | 520,700 | $2.30 |
| Exercisable at the end of the period | 253,005 | $2.08 |
| The share based payment expense is recognised on a reasonable allocation of the group expense. The charge recognised in the year was £243,201 (2024: £363,735). |
| Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements. |
| The Company will only be liable to employer's national insurance contributions should the options be considered readily convertible at the point of exercise. The timing and value of this is currently not known. |
| 13. | ULTIMATE PARENT COMPANY |
| The results of Visier Limited are included in the consolidated financial statements of its ultimate parent company, Visier Inc, a company incorporated in the United States of America, whose registered office is 548 Market Street, #62284, San Francisco, California, 94104, USA.The financial statements of Visier Inc are not publicly available. |