REGISTERED NUMBER: 04315312 (England and Wales)

VISMO LIMITED

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST OCTOBER 2025

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

to

5

Consolidated Income Statement

6

Consolidated Balance Sheet

7

Company Balance Sheet

8

Notes to the Consolidated Financial Statements

9

to

16

DIRECTORS:

T J Williams

H J Williams

C M Dale

R J Harwood

C J Allman

P J Williams

T J Cowling

SECRETARY:

H J Williams

REGISTERED OFFICE:

Park House

Clifton park

York

North Yorkshire

YO30 5PB

REGISTERED NUMBER:

04315312 (England and Wales)

AUDITORS:

Thomas Coombs Limited

Statutory Auditor

Chartered Accountants

3365 The Pentagon

Century Way

Thorpe Park

Leeds

West Yorkshire

LS15 8ZB

BANKERS:

HSBC

13 Parliament Street

York

YO1 8XS

The directors present their report with the financial statements of the company and the group for the year ended 31st October 2025.

DIRECTORS

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

T J Williams

H J Williams

C M Dale

R J Harwood

C J Allman

P J Williams

Other changes in directors holding office are as follows:

T J Cowling was appointed as a director after 31st October 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Thomas Coombs Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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:

T J Williams - Director

23rd April 2026

Opinion

We have audited the financial statements of Vismo Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st October 2025 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st October 2025 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

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

-	we have not received all the information and explanations we require for our audit; 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' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our knowledge of the business and sector, enquiries of directors and management, and review of regulatory information and correspondence. We communicated identified laws and regulations throughout the audit team and remained alert to any indication of non-compliance through the audit.

We discussed with directors and management the policies and procedures in place to ensure compliance with laws and regulations and otherwise prevent, deter and detect fraud.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified as potentially having a material effect on the financial statements. Our procedures included review of financial statement information and testing of that information, enquiries of management and examination of documents, analytical procedures to identify unusual or unexpected relationships that may indicate fraud, and procedures to address the risk of fraud through director or management override of controls.

At the completion stage of the audit, the engagement partner's review included ensuring the audit team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

The primary responsibility for the prevention and detection of fraud rests with those charged with governance and management, and we cannot be expected to detect non-compliance with all laws and regulations. There are inherent limitations in the audit procedures described above and the further removed non-compliance of laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, the risk of not detecting a material misstatement relating to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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.

Thomas Bond ACA (Senior Statutory Auditor)

for and on behalf of Thomas Coombs Limited

Statutory Auditor

Chartered Accountants

3365 The Pentagon

Century Way

Thorpe Park

Leeds

West Yorkshire

LS15 8ZB

23rd April 2026

TURNOVER

1,945,739

1,999,984

Cost of sales

302,488

334,437

GROSS PROFIT

1,643,251

1,665,547

Distribution costs

692

188

Administrative expenses

1,507,994

1,586,290

1,508,686

1,586,478

OPERATING PROFIT

134,565

79,069

Other finance costs

8,013

85,928

PROFIT/(LOSS) BEFORE TAXATION

4

126,552

(6,859

)

Tax on profit/(loss)

26,975

(56,171

)

PROFIT FOR THE FINANCIAL YEAR

99,577

49,312

Profit attributable to:

Owners of the parent

99,577

49,312

FIXED ASSETS

Intangible assets

6

46,857

50,319

Tangible assets

7

30,780

34,462

Investments

8

-

-

77,637

84,781

CURRENT ASSETS

Stocks

7,813

7,636

Debtors

9

281,910

453,727

Cash at bank

616,933

283,503

906,656

744,866

CREDITORS

Amounts falling due within one year

10

2,141,962

2,095,296

NET CURRENT LIABILITIES

(1,235,306

)

(1,350,430

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,157,669

)

(1,265,649

)

CAPITAL AND RESERVES

Called up share capital

12

150,000

150,000

Retained earnings

(1,307,669

)

(1,415,649

)

SHAREHOLDERS' FUNDS

(1,157,669

)

(1,265,649

)

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 23rd April 2026 and were signed on its behalf by:

T J Williams - Director

FIXED ASSETS

Intangible assets

6

45,036

47,769

Tangible assets

7

27,448

30,188

Investments

8

7,283

7,283

79,767

85,240

CURRENT ASSETS

Stocks

6,141

6,524

Debtors

9

910,901

893,137

Cash at bank

340,163

200,921

1,257,205

1,100,582

CREDITORS

Amounts falling due within one year

10

1,678,732

1,670,467

NET CURRENT LIABILITIES

(421,527

)

(569,885

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(341,760

)

(484,645

)

CAPITAL AND RESERVES

Called up share capital

12

150,000

150,000

Retained earnings

(491,760

)

(634,645

)

SHAREHOLDERS' FUNDS

(341,760

)

(484,645

)

Company's profit for the financial year

142,885

17,150

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 23rd April 2026 and were signed on its behalf by:

T J Williams - Director

1.	STATUTORY INFORMATION

Vismo Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on the going concern basis, which the directors consider to be appropriate as director shareholders have provided confirmation that they will continue to provide loan funding and will not seek repayment until such time as the company and group has sufficient funds, and the company is forecasting increased profitability and positive cash flow from operations in the forthcoming year. Accordingly at the time of signing these accounts the directors are of the opinion that the company and group will be able to meet its obligations as and when they fall due.

Basis of consolidation

These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial reporting Standard 102- "The Financial reporting Standard applicable in the United Kingdom and Republic of Ireland" (FRS 102), and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis.

The group financial statements consolidate the financial statements of Vismo Limited and all its subsidiary undertakings.

The financial statements have been prepared in sterling. All monetary amounts in the financial statements are rounded to the nearest £.

The parent company has taken advantage of section 408 of the Companies Act and has not included its own income statement in these statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of hardware is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

When the outcome of a transaction can be estimated reliably, turnover from services is recognised by reference to the stage of completion at the balance sheet date.

Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable.

Goodwill

Goodwill, being the amount paid in connection with the establishment of Vismo Inc and Vismo LLC, subsidiaries incorporated in 2015, is to be amortised evenly over its useful life of 10 years starting 1st May 2018.

Intangible assets

Intangible assets acquired separately from a business are capitalised at cost. Intangible assets acquired on business combinations are capitalised separately from goodwill if the fair value can be measured reliably on initial recognition.

Intangible assets are amortised on a straight line basis over their useful lives. The useful lives of intangible assets are as follows:

Trademarks - 10 to 20 years

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life:

I.T. , specialist software and know- how

5% to 20%

Fixtures and fittings

10%

Motor vehicles

20%

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.

The assets and liabilities of overseas subsidiary undertakings are translated at the closing exchange rates. Gains and losses arising on these translations are taken to reserves, net of exchange differences arising on related foreign currency borrowings.

Profits/losses of overseas subsidiary undertakings are translated at a monthly spot rate. Gains and losses arising on translation to the year end rate are taken through reserves.

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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

The company only enters into transactions in ‘basic’ financial instruments which result in the recognition of assets and liabilities; these include trade and other debtors and creditors, bank balances, loans from banks and other third parties, and loans to related parties. These are recognised in the company’s balance sheet when it becomes party to the contractual provisions of the instrument.

Basic financial assets (other than those classified as payable within one year) are initially measured at cost and are subsequently carried at cost or amortised cost using the effective interest method, less any impairment losses. Basic financial assets classed as receivable within one year are not amortised.

Basic financial liabilities (other than those classified as payable within one year) are initially measured at present value of future cash flows and subsequently at amortised cost using the effective interest method. Basic financial liabilities classed as payable within one year are not amortised.

Financial assets and liabilities are offset, with the net amount reported in the financial statements, when there is a legally 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.

Investment in subsidiaries

The consolidated financial statements incorporate the financial statements of the company and its subsidiaries. Control is achieved when the group 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 during the year are included in total comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate using accounting policies consistent with those of the parent. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 19 (2024 - 19 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 4 (2024 - 4 ) .

4.	PROFIT/(LOSS) BEFORE TAXATION

Research and development expenditure

The group incurs costs developing and upgrading the service platforms it provides to customers, which are expensed in the accounts. Costs incurred in the year amounted to £333,998 (2024 - £306,215).

Other finance costs

Other finance costs consist of Foreign exchange movements charged to the profit and loss account in the year, and arise primarily on intercompany balances.

5.	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.

6.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

At 1st November 2024

7,283

63,003

70,286

Additions

-

470

470

At 31st October 2025

7,283

63,473

70,756

AMORTISATION

At 1st November 2024

4,733

15,234

19,967

Charge for year

729

3,203

3,932

At 31st October 2025

5,462

18,437

23,899

NET BOOK VALUE

At 31st October 2025

1,821

45,036

46,857

At 31st October 2024

2,550

47,769

50,319

Company

Other

intangible

assets

£

COST

At 1st November 2024

63,003

Additions

470

At 31st October 2025

63,473

AMORTISATION

At 1st November 2024

15,234

Charge for year

3,203

At 31st October 2025

18,437

NET BOOK VALUE

At 31st October 2025

45,036

At 31st October 2024

47,769

7.	TANGIBLE FIXED ASSETS

Group

Plant and

machinery

etc

£

COST

At 1st November 2024

97,319

Additions

7,117

At 31st October 2025

104,436

DEPRECIATION

At 1st November 2024

62,857

Charge for year

10,799

At 31st October 2025

73,656

NET BOOK VALUE

At 31st October 2025

30,780

At 31st October 2024

34,462

Company

Plant and

machinery

etc

£

COST

At 1st November 2024

65,385

Additions

6,285

At 31st October 2025

71,670

DEPRECIATION

At 1st November 2024

35,197

Charge for year

9,025

At 31st October 2025

44,222

NET BOOK VALUE

At 31st October 2025

27,448

At 31st October 2024

30,188

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1st November 2024

and 31st October 2025

7,283

NET BOOK VALUE

At 31st October 2025

7,283

At 31st October 2024

7,283

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

Subsidiaries

Vismo USA Inc

Registered office: 160 Greentree Drive, Suite 101, Dover, Kent, Delaware, 19904, U.S.A.

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Vismo USA LLC

Registered office: 160 Greentree Drive, Suite 101, Dover, Kent, Delaware, 19904, U.S.A.

Nature of business: Communications

%

Class of shares:

holding

Ordinary

100.00

9.

DEBTORS

Group

Company

2025

2024

2025

2024

£

£

£

£

Amounts falling due within one year:

Trade debtors

208,800

351,252

38,698

114,723

Amounts owed by group undertakings

-

-

806,288

692,051

Other debtors

36,925

39,910

29,730

23,798

245,725

391,162

874,716

830,572

Amounts falling due after more than one year:

Other debtors

36,185

62,565

36,185

62,565

Aggregate amounts

281,910

453,727

910,901

893,137

Deferred tax asset

Group

Company

2025

2024

2025

2024

£

£

£

£

Carried forward losses

36,185

62,565

36,185

62,565

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Trade creditors

45,124

30,519

16,366

8,280

Taxation and social security

76,042

54,269

63,631

46,383

Other creditors

2,020,796

2,010,508

1,598,735

1,615,804

2,141,962

2,095,296

1,678,732

1,670,467

11.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable

operating leases

2025

2024

£

£

Within one year

-

20,700

Company

Non-cancellable

operating leases

2025

2024

£

£

Within one year

-

20,700

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

107,250

Ordinary A

£1

107,250

107,250

30,000

Ordinary B

£1

30,000

30,000

12,750

Ordinary C

£1

12,750

12,750

150,000

150,000

Ordinary shares rank pari passu except that different rates of dividend can be declared on different classes of share.

13.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

At 31st October 2025 there are balances owed by directors of £13,898 (2024: £13,898). There are no conditions on the loans provided to the directors and no interest is charged.