REGISTERED NUMBER: 09787096 (England and Wales)

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Visionable Ltd

Page

Company Information

1

Report of the Directors

2

Statement of Directors' Responsibilities

3

Consolidated Income Statement

4

Consolidated Balance Sheet

5

Company Balance Sheet

7

Notes to the Consolidated Financial Statements

9

DIRECTORS:

Lord V O Adebowale

A A Dunn

A L Leighton

A A Lowe

R M Pursey

REGISTERED OFFICE:

3 Dean Trench Street

London

SW1P 3HB

REGISTERED NUMBER:

09787096 (England and Wales)

ACCOUNTANTS:

Mander Duffill

Chartered Accountants

The Old Post Office

41-43 Market Place

Chippenham

Wiltshire

SN15 3HR

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

Visionable Ltd operates internationally with companies in the United Kingdom and in the United States of America. The principal activity of the group is to provide advanced collaboration tools within the healthcare sector as a vehicle to connect healthcare and people.

BUSINESS MODEL

Visionable is a real-time, enterprise grade, streaming platform that enables the creation of virtual care services, allowing the workforce to seamlessly collaborate on a single platform. We provide real-time connectivity and productivity when and where it counts. Our software-as-a-service (SaaS) platform enables the delivery of care to patients anywhere and anytime.

REVIEW OF BUSINESS

2024 was a year of review, rationalisation and planning, putting the business in a stronger position to grow in 2025 and beyond.

Revenue remained broadly the same as 2023, however, the operating loss was much improved due to ongoing reductions in overheads, an exercise started the previous year.

Following the year end, £2.5m of equity funding was received to support future growth plans. Additionally, also following the year end, the company's biggest customer renewed and expanded their contract with an increase in value of nearly 70% from 2023. With this equity funding and the reductions in overheads, the business is now in a stronger position to drive forward with its focussed sales strategy.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Lord V O Adebowale

A A Dunn

A L Leighton

A A Lowe

R M Pursey

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

A A Lowe - Director

22 September 2025

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). 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.

TURNOVER

4

819,422

816,175

Cost of sales

121,330

112,559

GROSS PROFIT

698,092

703,616

Administrative expenses

3,649,827

5,180,177

(2,951,735

)

(4,476,561

)

Other operating income

-

765

OPERATING LOSS

6

(2,951,735

)

(4,475,796

)

Interest receivable and similar income

22,409

464

(2,929,326

)

(4,475,332

)

Interest payable and similar expenses

7

943,424

472,005

LOSS BEFORE TAXATION

(3,872,750

)

(4,947,337

)

Tax on loss

8

(5,146,253

)

(393,143

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

1,273,503

(4,554,194

)

Profit/(loss) attributable to:

Owners of the parent

1,273,503

(4,554,194

)

FIXED ASSETS

Tangible assets

10

74,061

151,586

Investments

11

-

-

74,061

151,586

CURRENT ASSETS

Debtors

12

5,352,009

1,221,765

Cash at bank

13

639,346

3,125,089

5,991,355

4,346,854

CREDITORS

Amounts falling due within one year

14

612,603

1,218,084

NET CURRENT ASSETS

5,378,752

3,128,770

TOTAL ASSETS LESS CURRENT LIABILITIES

5,452,813

3,280,356

CREDITORS

Amounts falling due after more than one year

15

7,203,714

6,262,250

PROVISIONS FOR LIABILITIES

18

-

20,000

CAPITAL AND RESERVES

Called up share capital

19

2,498

2,498

Share premium

25,912,563

25,912,563

Share options reserve

1,866,312

1,866,312

Convertible loan notes reserve

1,417,875

1,417,875

Retained earnings

(30,950,149

)

(32,201,142

)

SHAREHOLDERS' FUNDS

(1,750,901

)

(3,001,894

)

5,452,813

3,280,356

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2025 and were signed on its behalf by:

A A Lowe - Director

FIXED ASSETS

Tangible assets

10

70,719

139,003

Investments

11

18,278,999

16,401,840

18,349,718

16,540,843

CURRENT ASSETS

Debtors

12

2,908,815

103,284

Cash at bank

13

112,216

2,442,487

3,021,031

2,545,771

CREDITORS

Amounts falling due within one year

14

121,623

684,232

NET CURRENT ASSETS

2,899,408

1,861,539

TOTAL ASSETS LESS CURRENT LIABILITIES

21,249,126

18,402,382

CREDITORS

Amounts falling due after more than one year

15

7,203,714

6,262,250

PROVISIONS FOR LIABILITIES

18

-

20,000

CAPITAL AND RESERVES

Called up share capital

19

2,498

2,498

Share premium

25,912,563

25,912,563

Share options reserve

1,866,312

1,866,312

Convertible loan notes reserve

1,417,875

1,417,875

Retained earnings

(15,153,836

)

(17,079,116

)

SHAREHOLDERS' FUNDS

14,045,412

12,120,132

21,249,126

18,402,382

Company's profit/(loss) for the financial year

1,925,280

(1,025,327

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2025 and were signed on its behalf by:

A A Lowe - Director

1.	STATUTORY INFORMATION

Visionable Ltd 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.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

3.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings up to 31 December 2024.

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

No individual profit and loss account is prepared for the company as provided by Section 408 of the Companies Act 2006.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Judgements and key sources of estimation uncertainty

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

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

Key sources of estimation uncertainty

Useful lives of property, plant and equipment

Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the Company's accounting policy. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives shorten then depreciation charges in the financial statements would increase and carrying amounts of property, plant and equipment would reduce accordingly. The carrying amount of property, plant and equipment by each class is included in note 11 and details of the useful lives are included within the accounting policy.

Carrying value of receivables

The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other receivables, management considers factors including current market and industry conditions and historical experience.

Carrying value of investments

The Company reviews the valuation of its investments for impairment annually or if events and changes in circumstances indicate that the carrying value may not be recoverable, The recoverable amount is determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows and the choice of a suitable discount rate in order to calculate the present value of these cash flows..

Share Based Compensation

The Group offers a Share Based Compensation Programme for individuals employed by the Group. Certain estimates are made to calculate the estimated intrinsic value of share options as at the vesting date. The Group also estimates the lapse rate due to employees not fulfilling vesting requirements, or for employees that depart the Group.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the Group.

The Group typically provides services to customers over a set period of time. Turnover is recognised evenly over the period of the provision of services.

The Group recognises revenue when:

The amount of revenue can be reliably measured;

it is probable that future economic benefits will flow to the entity;

and specific criteria have been met for each of the Group's activities.

Agency vs principal

Where the Company engages a third party to sell products on their behalf, relinquishing control of pricing and delivery, the Company recognises Revenue net of the costs to complete these sales.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

25% on cost

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Group operates and generates taxable income.

Research and development

Research and development expenditure is written off to the consolidated profit and loss account in the

accounts period in which it is incurred.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Pension costs and other post-retirement benefits

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the Group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Provisions

Provisions are recognised when the Group has an obligation at the reporting date as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Share based payments

The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the estimated vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the estimated vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.12.24

31.12.23

£

£

Sales of licences

764,643

702,835

Sales of hardware

54,779

113,340

819,422

816,175

All revenue is generated within the UK.

5.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

2,265,869

3,125,877

Social security costs

215,444

275,160

Other pension costs

13,441

20,817

2,494,754

3,421,854

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

31.12.24

31.12.23

Visionable Ltd

1

1

Visionable UK Ltd

9

16

Visionable Inc

15

16

25

33

The average number of employees by undertakings that were proportionately consolidated during the year was 26 (2023 - 33 ) .

6.	OPERATING LOSS

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

31.12.24

31.12.23

£

£

Depreciation - owned assets

57,489

90,840

(Profit)/loss on disposal of fixed assets

(8,054

)

1,563

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Interest on tax paid late

89

-

Inland revenue penalties

1,871

8,520

Convertible loan note interest

941,464

463,485

943,424

472,005

8.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

-

(410,143

)

Prior year tax adjustment

-

1,604

US taxes

-

15,396

Total current tax

-

(393,143

)

Deferred tax:

Deferred tax

(765,130

)

-

Prior year deferred tax adjust

(4,381,123

)

-

Total deferred tax

(5,146,253

)

-

Tax on loss

(5,146,253

)

(393,143

)

Reconciliation of total tax credit included in profit and loss

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

31.12.24

31.12.23

£

£

Loss before tax

(3,872,750

)

(4,947,337

)

Loss multiplied by the standard rate of corporation tax in the UK of 19 % (2023 - 25 %)

(735,823

)

(1,236,834

)

Effects of:

Expenses not deductible for tax purposes

(29,307

)

-

Adjustments to tax charge in respect of previous periods

-

1,604

Tax increase from effect of unrelieved tax losses carried forward

-

1,236,834

Tax decrease from effect of adjustment in research and development tax credit

-

(410,143

)

US taxes

-

15,396

Tax decrease from effect of prior year tax losses carried forward

(4,381,123

)

-

Total tax credit

(5,146,253

)

(393,143

)

9.	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.

10.	TANGIBLE FIXED ASSETS

Group

Plant and

machinery

etc

£

COST

At 1 January 2024

377,024

Disposals

(29,158

)

At 31 December 2024

347,866

DEPRECIATION

At 1 January 2024

225,438

Charge for year

57,489

Eliminated on disposal

(9,122

)

At 31 December 2024

273,805

NET BOOK VALUE

At 31 December 2024

74,061

At 31 December 2023

151,586

Company

Plant and

machinery

etc

£

COST

At 1 January 2024

342,332

Disposals

(23,460

)

At 31 December 2024

318,872

DEPRECIATION

At 1 January 2024

203,329

Charge for year

53,946

Eliminated on disposal

(9,122

)

At 31 December 2024

248,153

NET BOOK VALUE

At 31 December 2024

70,719

At 31 December 2023

139,003

11.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2024

16,401,840

Additions

1,877,159

At 31 December 2024

18,278,999

NET BOOK VALUE

At 31 December 2024

18,278,999

At 31 December 2023

16,401,840

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

Subsidiaries

Visionable Inc

Registered office: 8 The Green, Ste A, Dover, DE 19901, USA

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

Visionable UK Ltd

Registered office: 3 Dean Trench Street, London, SW1P 3HB, UK

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.24

31.12.23

31.12.24

31.12.23

£

£

£

£

Trade debtors

60,376

106,811

-

-

Other debtors

68,203

1,026,306

50,587

81,343

Deferred tax asset

5,146,253

-

2,843,975

-

Prepayments

77,177

88,648

14,253

21,941

5,352,009

1,221,765

2,908,815

103,284

Other debtors includes deposits of £34,596, which are receivable in more than 1 year and less than 5 years.

13.	CASH AT BANK

Group

Company

31.12.24

31.12.23

31.12.24

31.12.23

£

£

£

£

Bank account

527,130

-

-

-

Cash at bank

112,216

3,125,089

112,216

2,442,487

639,346

3,125,089

112,216

2,442,487

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.24

31.12.23

31.12.24

31.12.23

£

£

£

£

Trade creditors

62,549

96,797

-

3,263

Social security and other taxes

-

122,558

-

90,555

Other creditors

1,343

1,198

1,343

1,199

Deferred income

192,883

662,396

120,280

585,709

Accrued expenses

355,828

335,135

-

3,506

612,603

1,218,084

121,623

684,232

15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

31.12.24

31.12.23

31.12.24

31.12.23

£

£

£

£

Loans and borrowings (see note 16)

7,203,714

6,262,250

7,203,714

6,262,250