ACCOUNTS - Final Accounts

OPERATING PROFIT/(LOSS)

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

Registered number: 13424391

PISMO LABS UK LTD.

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

PISMO LABS UK LTD.

COMPANY INFORMATION

DIRECTORS	Vishal Ratnesh Dalal
	Sharon Julie Dean (appointed 5 June 2024)
	Prini Patel Pithouse (appointed 5 June 2024)
	Ricardo Josua (resigned 3 June 2024)
	Daniela Binatti Parise (resigned 3 June 2024)


COMPANY SECRETARY	Richard Cusack (appointed 5 June 2024)


REGISTERED NUMBER	13424391


REGISTERED OFFICE	1 Sheldon Square
	Paddington
	London
	W2 6TT


INDEPENDENT AUDITORS	Bishop Fleming Audit Limited
	Chartered Accountants & Statutory Auditors
	10 Temple Back
	Bristol
	BS1 6FL

PISMO LABS UK LTD.

CONTENTS

	Page
Directors' report	1
Directors' responsibilities statement	2
Independent auditor's report	3 - 6
Statement of comprehensive income	7
Statement of financial position	8
Statement of changes in equity	9
Notes to the financial statements	10 - 21

PISMO LABS UK LTD.

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

PRINCIPAL ACTIVITY

The principal activity of the Company during the year was that of a technology company offering a scalable cloud-native platform which provides an all-in-one processing platform for banking and payments. Its main products are card-issuing, digital banking, digital wallets and seller management solutions.

DIRECTORS

The directors who served during the year and to the date of this report were:

Vishal Ratnesh Dalal

Sharon Julie Dean (appointed 5 June 2024)

Prini Patel Pithouse (appointed 5 June 2024)

Ricardo Josua (resigned 3 June 2024)

Daniela Binatti Parise (resigned 3 June 2024)

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

SMALL COMPANIES NOTE

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Vishal Ratnesh Dalal

Director

Date: 30 September 2025

1 Sheldon Square

Paddington

London

W2 6TT

Page 1

PISMO LABS UK LTD.

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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

∙select suitable accounting policies and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

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

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

Page 2

PISMO LABS UK LTD.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PISMO LABS UK LTD.

OPINION

We have audited the financial statements of Pismo Labs UK Ltd. (the 'Company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS RELATING TO GOING CONCERN

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

OTHER INFORMATION

The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 3

PISMO LABS UK LTD.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PISMO LABS UK LTD. (CONTINUED)

OPINION 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the directors' report has been prepared in accordance with applicable legal requirements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

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

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 4

PISMO LABS UK LTD.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PISMO LABS UK LTD. (CONTINUED)

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

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

∙the nature of the industry and sector, control environment, and business performance;

∙the results of enquiries with management and the directors in relation to their own identification and assessment of the risk of irregularities;

∙any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

°identifying, evaluating and complying with laws and regulations and whether there were any instances of non-compliance;

°detecting and responding to the risk of fraud and whether they have knowledge of actual, suspected, or alleged fraud; and

°the internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.

∙the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, and incorrect recognition of revenue was identified as the greatest potential area for fraud.
In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.
We have also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 101 and UK tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or avoid a material penalty. These included data protection legislation and employment law.
Our procedures to respond to risks identified included the following:

∙reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

∙enquiring of management in relation to actual and potential claims or litigation;

∙reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;

∙reviewing board meeting minutes;

Page 5

PISMO LABS UK LTD.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PISMO LABS UK LTD. (CONTINUED)

∙in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgments made in accounting estimates are indicative of potential bias; and evaluating the business rationale of significant transactions that are unusual or outside the normal course of business.

We also communicated identified laws and regulations and potential fraud risks to all members of the engagement team and remained alert to possible indicators of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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 auditors' report.

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 an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Stuart Crisp BSc FCA (senior statutory auditor)

for and on behalf of

Bishop Fleming Audit Limited

Chartered Accountants

Statutory Auditors

10 Temple Back

Bristol

BS1 6FL

30 September 2025

Page 6

PISMO LABS UK LTD.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	17,743,770	335,883
Gross profit		17,743,770	335,883
Administrative expenses		(15,263,684)	(17,581,245)
Operating profit/(loss)	5	2,480,086	(17,245,362)
Interest receivable and similar income		5,310	-
Interest payable and similar expenses	9	(110)	(1,488)
Profit/(loss) before tax		2,485,286	(17,246,850)
Profit/(loss) for the financial year		2,485,286	(17,246,850)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 10 to 21 form part of these financial statements.

Page 7

PISMO LABS UK LTD.

REGISTERED NUMBER:13424391

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£


Fixed assets
Intangible assets	11		-		66,235
Tangible assets	12		59,316		86,159
			59,316		152,394
Current assets
Debtors: amounts falling due within one year	13	21,628,663		2,102,391
Cash at bank		651,936		162,280
		22,280,599		2,264,671
Creditors: amounts falling due within one year	14	(35,049,262)		(27,153,055)
Net current liabilities			(12,768,663)		(24,888,384)
Total assets less current liabilities			(12,709,347)		(24,735,990)



Net liabilities			(12,709,347)		(24,735,990)

Capital and reserves
Called up share capital	15	568,525	568,525
Other reserves	16	9,541,357	-
Profit and loss account	16	(22,819,229)	(25,304,515)
		(12,709,347)	(24,735,990)

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

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Vishal Ratnesh Dalal

Director

Date: 30 September 2025

The notes on pages 10 to 21 form part of these financial statements.

Page 8

PISMO LABS UK LTD.

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	568,525	1,324,945	(8,057,665)	(6,164,195)

Loss for the year	-	-	(17,246,850)	(17,246,850)
Stock options reclassified to liabilities	-	(1,324,945)	-	(1,324,945)

At 1 January 2024	568,525	-	(25,304,515)	(24,735,990)

Profit for the year	-	-	2,485,286	2,485,286
Capital Contribution from Parent	-	9,541,357	-	9,541,357
At 31 December 2024	568,525	9,541,357	(22,819,229)	(12,709,347)

The notes on pages 10 to 21 form part of these financial statements.

Page 9

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	GENERAL INFORMATION

Pismo Labs UK Limited (Company registration number 13424391) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 1 Sheldon Square, Paddington, London, United Kingdom, W2 6TT.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

FINANCIAL REPORTING STANDARD 101 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of IFRS 7 Financial Instruments: Disclosures

∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

∙the requirements of IAS 7 Statement of Cash Flows

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

∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Visa Inc as at 30 September 2024 and these financial statements may be obtained from the Visa Inc website.

2.3

GOING CONCERN

The directors have assessed the statement of financial position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. A letter of support has been provided by Visa International Service Association Inc to confirm that it will continue to support the business for at least 12 months from the date on which the balance sheet was signed. Accordingly, the directors adopt the going concern basis in preparing the financial statements.

Page 10

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered.

For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

2.6

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

2.7

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 11

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.8

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.9

SHARE-BASED PAYMENTS

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

The fair value of cash settled share-based payments is remeasured at each reporting period.
In the event that cash settled share option awards are cancelled without issuing anything in return, prior share-based payment expenses recognised are reversed.

2.10

TAXATION

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 Company operates and generates income.

2.11

INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Page 12

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.12

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

				Office equipment	-	20%	straight line
				Computer equipment	-	20%	straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.14

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.15

CREDITORS

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

3.	JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of the financial statements requires management to make significant judgments and estimates. The Company recognises a share-based payment charge on granted options where it is considered that these options are likely to vest. There is estimation uncertainty in connection with the inputs used to measure the fair value of the options granted.

Page 13

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

TURNOVER

The whole of the turnover is attributable to the Company's principal activity.

All turnover arose within the United Kingdom.

Timing of revenue recognition:
	2024	2023
	£	£


Goods and services transferred over time	17,743,770	335,883
	17,743,770	335,883

	Included within revenue in relation to goods and services transferred over time is £16,735,226 (2023: £nil) relating to intercompany income.
	The Company applies the practical expedient in paragraph 121 of IFRS 15 Revenue from Contracts with Customers and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

Depreciation of tangible fixed assets	26,098	26,670
Foreign exchange gains and losses	139,638	14,897
Defined contribution pension cost	386,679	243,244

6.	AUDITORS' REMUNERATION
		2024	2023
		£	£

Fees payable to the Company's auditors for the audit of the Company's financial statements

20,000

16,800

Page 14

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	EMPLOYEES
		2024	2023
		£	£

Wages and salaries	9,644,296	5,052,812
Social security costs	2,161,019	668,982
Cost of defined contribution scheme	386,679	243,244
	12,191,994	5,965,038

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Staff (including directors)	55	48

8.	DIRECTORS' REMUNERATION
		2024	2023
		£	£

Directors' emoluments	2,828,174	442,401
Company contributions to defined contribution pension schemes	17,834	22,088
	2,846,008	464,489

Key management personnel comprises the directors. Directors' remuneration relates to one director and is therefore the highest paid director. The other directors are remunerated by other companies in the group. Due to the nature of the group's activities qualifying services provided by those two directors to this company are minimal, and therefore their remuneration has been treated as attributable to services provided to other entities within the group.
During the year, one director received payments under the cash settled share-based payments scheme amounting to £5,336,683. The value of the benefit provided on exercise of share options is not included in the directors' emoluments.

9.	INTEREST PAYABLE AND SIMILAR EXPENSES
		2024	2023
		£	£

	Interest payable on amounts owed to group undertakings	110	1,488
		110	1,488

Page 15

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024



TOTAL CURRENT TAX	-	-

	DEFERRED TAX
	TOTAL DEFERRED TAX	-	-


	TAX ON PROFIT/(LOSS)	-	-

Profit/(loss) on ordinary activities before tax

2,485,286

(17,246,850)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 23.5%)	621,322	(4,053,010)
EFFECTS OF:
Expenses not deductible for tax purposes	500	2,377,977
Adjustments in respect of prior periods	(2,861,000)	-
Deferred tax not recognised	2,239,178	1,675,033
TOTAL TAX CHARGE FOR THE YEAR	-	-

Deferred tax assets are only recognised for tax losses arising where it is probable future taxable profits will be available against which to use these losses. The Company has losses totalling £22,846,593 (2023: £13,738,587) for which a deferred tax asset has not been recognised.

Page 16

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	INTANGIBLE ASSETS

		Intangible assets
		£

	At 1 January 2024	66,235
	Disposals	(66,235)
	At 31 December 2024	-

	NET BOOK VALUE
	At 31 December 2024	-
	At 31 December 2023	66,235

12.	TANGIBLE FIXED ASSETS

	Office equipment	Computer equipment	Total
	£	£	£
COST OR VALUATION
At 1 January 2024	992	129,629	130,621
Disposals	(992)	-	(992)
At 31 December 2024	-	129,629	129,629
DEPRECIATION
At 1 January 2024	198	44,264	44,462
Charge for the year on owned assets	49	26,049	26,098
Disposals	(247)	-	(247)
At 31 December 2024	-	70,313	70,313
NET BOOK VALUE
At 31 December 2024	-	59,316	59,316
At 31 December 2023	794	85,365	86,159

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PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.

DEBTORS

					2024	2023
					£	£


Trade debtors	15,266	742,345
Amounts owed by group undertakings	20,505,285	884,894
Other debtors	51,695	119,286
Prepayments and accrued income	1,056,417	355,866
	21,628,663	2,102,391

Amounts owed by group undertakings are repayable within one year or on demand with no fixed date of repayment.

14.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2024	2023
		£	£

Trade creditors	25,174	29,220
Amounts owed to group undertakings	33,943,931	14,848,051
Other taxation and social security	408,189	272,090
Other creditors	671,968	49,095
Accruals and deferred income	-	11,954,599
	35,049,262	27,153,055

Amounts owed to group undertakings are repayable within one year or on demand with no fixed date of repayment.

15.	SHARE CAPITAL
		2024	2023
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

568,525 (2023: 568,525) Ordinary shares of £1.00 each	568,525	568,525

Page 18

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.

RESERVES

Other reserves

Other reserves included within equity comprise of capital contributions from the parent company. In relation to options that had vested as at the date of the Visa Inc transaction it was agreed that the company would be reimbursed £6,470,678 by another member of the group. In addition, it was agreed that employee expenditure of £3,070,679 would also be reimbursed by another member of the group. This resulted in total capital contributions of £9,541,357 during the year.

Profit and loss account

The profit and loss account includes all accumulated profits and losses.

Page 19

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	SHARE-BASED PAYMENTS
	Share options in the parent company were issued prior to the year under review, alllowing the option holder to purchase shares at between $6.54 - $10.64. 25% of the options vest after 1 year, with the remaining 75% vesting monthly for 3 years thereafter.
		Weighted average exercise price 2024	Number 2024	Weighted average exercise price 2023	Number 2023

Outstanding at the beginning of the year	$7.64	233,405	$7.70	237,868
Granted during the year		-	$10.45	7,761
Forfeited during the year	$7.64	(75,429)	$10.64	(12,224)
Exercised on acquisition by VISA	$7.64	(157,976)		-
OUTSTANDING AT THE END OF THE YEAR		-	$7.64	233,405

					2024	2023

Option pricing model used	Binomial	Binomial
Weighted average share price	$79.38	$79.38
Exercise price	$6.54 - $10.54	$6.54 - $10.54
Weighted average contractual life (days)	1460	1460
Expected volatility	40% - 57%	40% - 57%
Expected dividend growth rate	0%	0%
Risk-free interest rate	1% - 4%	1% - 4%

					2024	2023
					£	£

	Share-based payments expense	-	10,119,053
		-	10,119,053

Following the acquisition of the Company’s immediate parent by Visa Inc during the year, the cash settled share-based payments scheme was cancelled. £6,470,678 of options that had vested as at the date of the transaction were settled. The remainder of the share-based payments liability was credited to the Statement of Comprehensive Income.
Share-based payments administrative expenses during the period amounted to £nil (2023: £10,119,053) which relates to the cash settled share-based payments expense.
Included within accruals and deferred income is a liability of £nil (2023: £11,443,998) which relates to the cash settled share-based payments liability.

Page 20

PISMO LABS UK LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	PENSION COMMITMENTS

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £386,679 (2023: £243,244). At the year end contributions totalling £55,780 (2023: £41,219) were payable to the scheme and included in other creditors.

19.	RELATED PARTY TRANSACTIONS
	Pismo Labs UK Limited is a wholly owned subsidiary and part of a group which prepares consolidated financial statements. It has therefore taken advantage of the exemption under the FRS101 Reduced Disclosure Framework from disclosing intra-group transactions.

20.	CONTROLLING PARTY

The Company's immediate parent is Pismo Holdings, a company registered in the Cayman Islands. Following the acquisition of the parent company in January 2024, the ultimate parent company is Visa Inc, a company registered in the United States of America.
The smallest and largest parent in which the results of the Company are consolidated is that headed by Visa Inc. The financial statements are available from the Visa Inc website.

Page 21