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Registered number: 11275855 VASION TECH LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
VASION TECH LIMITED CONTENTS
| Page
Company information | 1
Balance sheet | 2
Statement of changes in equity | 3
Notes to the financial statements | 4 - 11
VASION TECH LIMITED COMPANY INFORMATION
Directors | M S Callahan
| M S Dean
Registered number | 11275855
Registered office | 16 Great Queen Street
| Covent Garden
| London
| United Kingdom
| WC2B 5AH
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
|  | REGISTERED NUMBER:11275855
VASION TECH LIMITED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible fixed assets | 4 |  | 17,970 |  | 23,425
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 5 | 65,749 |  | 60,987 |
Debtors: amounts falling due within one year | 5 | 2,311,794 |  | 1,754,343 |
Cash at bank and in hand |  | 727,645 |  | 1,795,802 |
|  | 3,105,188 |  | 3,611,132 |
Creditors: amounts falling due within one year | 6 | (4,163,228) |  | (3,303,851) |
Net current (liabilities)/assets |  |  | (1,058,040) |  | 307,281
Total assets less current liabilities |  |  | (1,040,070) |  | 330,706
Creditors: amounts falling due after more than one year | 7 |  | (438,326) |  | (406,579)
Net liabilities |  |  | (1,478,396) |  | (75,873)
Capital and reserves |  |  |  |  |
Called up share capital | 8 |  | 1 |  | 1
Profit and loss account |  |  | (1,478,397) |  | (75,874)
Total deficit |  |  | (1,478,396) |  | (75,873)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The company has opted not to file the profit and loss account in accordance with provisions applicable to companies 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:
M S Callahan
Director
Date: 8 April 2026
The notes on pages 4 to 11 form part of these financial statements. Page 2
VASION TECH LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Net deficit
| £ | £ | £
At 1 January 2024 | 1 | 1,310,007 | 1,310,008
Comprehensive income for the year |  |  |
Loss for the financial year | - | (1,385,881) | (1,385,881)
At 31 December 2024 and 1 January 2025 | 1 | (75,874) | (75,873)
Comprehensive income for the year |  |  |
Loss for the financial year | - | (1,402,523) | (1,402,523)
At 31 December 2025 | 1 | (1,478,397) | (1,478,396)
| The notes on pages 4 to 11 form part of these financial statements.
Page 3
VASION TECH LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Vasion Tech Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The following principal accounting policies have been applied:
| 2.2 | Going concern
Notwithstanding the deficit on shareholders' fund, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. The company has also received a letter of financial support from its parent company. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
| 2.3 | 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. Sale of licenses Revenue from the sale of right-to-use software is recognised when the license is granted to the customer and available for use. At this point the company has transferred the significant risks and rewards of ownership and no longer retains control over the license. Sales of software subscriptions and maintenance contracts Revenue from the sale of right-to-access software subscriptions and maintenance and post contract support for right-to-use software subscriptions is recognised on a straight line basis over the term of the subscription or contract. Revenue for other professional services are recognised as the service is delivered. Revenue from software subscriptions and maintenance contracts relating to periods subsequent to the year end is deferred and included in liabilities as deferred income. Page 4
VASION TECH LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Other operating income
Income from sub-licensing contracts to group companies is recognised in other operating income in the period in which the services are provided. Income is recognised to the extent that it is probable that the company will receive the consideration due under the contract and the amount of the income can be measured reliably. Income is measured as the fair value of consideration received or receivable.
| 2.5 | Financial instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors, amounts owed by group undertakings and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors and amounts owed to group undertakings, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Page 5
VASION TECH LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
|  | Financial instruments (continued)
Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
| 2.6 | 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. Page 6
VASION TECH LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Tangible fixed assets (continued)
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:
|  |  |  | Fixtures and fittings | - | 14% |
|  |  |  | Computer equipment | - | 33% |
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.
| 2.7 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.8 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is Sterling (£). 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 profit and loss account within administrative expenses. All other foreign exchange gains and losses are presented in profit or loss within administrative expenses.
| 2.9 | Share capital
Ordinary shares are classified as equity.
| 2.10 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 7
VASION TECH LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | 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 balance sheet. The assets of the plan are held separately from the company in independently administered funds.
| 2.12 | Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is 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.
| 2.13 | 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.
| 2.14 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Employees
| The average monthly number of employees, including directors, during the year was 13 (2024 - 13).
Page 8
VASION TECH LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Tangible fixed assets
|  | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 2,229 | 44,080 | 46,309
| Additions | - | 6,459 | 6,459
| At 31 December 2025 | 2,229 | 50,539 | 52,768
| Depreciation |  |  |
| At 1 January 2025 | 205 | 22,679 | 22,884
| Charge for the year | 319 | 11,595 | 11,914
| At 31 December 2025 | 524 | 34,274 | 34,798
| Net book value |  |  |
| At 31 December 2025 | 1,705 | 16,265 | 17,970
| At 31 December 2024 | 2,024 | 21,401 | 23,425
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Prepayments and accrued income | 65,749 | 60,987
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Trade debtors | 1,345,739 | 1,038,598
| Amounts owed by group undertakings | 161,337 | 50,517
| Other debtors | 127,976 | 85,417
| Prepayments and accrued income | 676,742 | 579,811
|  | 2,311,794 | 1,754,343
| Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.
Page 9
VASION TECH LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 17,223 | 57,215
| Amounts owed to group undertakings | 1,353,004 | 935,331
| Corporation tax | - | 19,395
| Other taxation and social security | 163,823 | 130,084
| Other creditors | 18,378 | 24,473
| Accruals and deferred income | 2,610,800 | 2,137,353
|  | 4,163,228 | 3,303,851
| Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.
7. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accruals and deferred income | 438,326 | 406,579
8. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary share of £1 | 1 | 1
| The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.
9. | Commitments under operating leases
| At 31 December 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 4,723 | 4,723
Page 10
VASION TECH LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Guarantees
The company is guarantor to the lender for the parent company's line of credit. The line of credit is secured by fixed and floating charges over all assets of the company. As at 31 December 2025 the line of credit was not being utilised by the company or its parent company.
11. | Related party transactions
| The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
12. | Controlling party
The smallest group for which consolidated financial statements are drawn up is headed by Vasion, Inc. Whose registered office is 435 S Tech Ridge Dr, Saint George, Utah 84770, United States.
13. | Auditor's information
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 9 April 2026 by Nicholas Winters (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
Page 11