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| Registered number: 13424391
PISMO LABS UK LTD. ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
PISMO LABS UK LTD. COMPANY INFORMATION
DIRECTORS | Vishal Ratnesh Dalal (resigned 14 April 2026)
| Sharon Julie Dean
| Prini Patel Pithouse (resigned 24 November 2025)
COMPANY SECRETARY | Richard Cusack
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
Strategic report | 1 - 2
Directors' report | 3 - 4
Directors' responsibilities statement | 5
Independent auditor's report | 6 - 9
Statement of comprehensive income | 10
Statement of financial position | 11
Statement of changes in equity | 12
Notes to the financial statements | 13 - 24
PISMO LABS UK LTD. STRATEGIC REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2025
INTRODUCTION
Pismo Labs UK Limited (the “Company”) is a technology company operating within the Visa group, providing a cloud-native processing platform supporting banking and payments solutions, including card issuing, digital banking, digital wallets and seller management solutions. The company's accounting reference date was changed to 30 September from 31 December during the year, to bring the company into line with the wider group. Therefore the Annual Report and financial statements covers the 9 month period to 30 September 2025, and the comparatives presented, covering the 12 month period to 31 December 2024, are not entirely comparable.
BUSINESS REVIEW
During the period ended 30 September 2025, the Company continued to support the Visa group through the provision of technology services aligned with its role as a group service entity. Turnover for the 9 month period amounted to £16,262,140 (2024, 12 months: £17,743,770), primarily generated from services rendered over time, including intercompany arrangements within the group. The Company reported an operating loss of £2,575,513 (2024, 12 months, restated: operating profit £864,997) and a loss after tax of £1,668,294 (2024, 12 months, restated: profit £870,197). The change in profitability during the period reflects variations in the Company’s cost base, with administrative expenses totaling £18,837,653 (2024, 12 months, restated: £16,878,773). A significant proportion of the Company’s revenue and balances continues to arise from intercompany arrangements within the Visa group.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company is exposed to operational, financial and regulatory risks, which are managed within the broader Visa group risk management framework. Key risks include: • Operational risk: Dependence on system performance and service delivery • Financial risk: Exposure to cost base fluctuations and intercompany balances • Regulatory risk: Compliance with UK legal and financial reporting requirements • Revenue recognition risk: Identified as a key area of focus given the nature of service-based revenues and intercompany arrangements Management monitors these risks through established governance processes, internal controls and group oversight.
FINANCIAL KEY PERFORMANCE INDICATORS
The Company monitors its financial performance using key metrics derived from its financial statements: • Revenue: £16.3 million (2024, 12 months: £17.7 million) • Operating (loss)/profit: (£2.6 million) (2024, 12 months, restated: £0.9 million profit) • Loss/profit for the period: (£1.7 million) (2024, 12 months, restated: £0.9 million profit) • Administrative expenses: £18.8 million (2024, 12 months, restated: £16.9 million) The Company also monitors its financial position, including: • Net liabilities: £12,106,583 (2024, 12 months: £12,709,347) • Net current liabilities: £12,166,435 (2024, 12 months: £12,768,663) These metrics are consistent with the Company’s position as a group-supported entity. Page 1
PISMO LABS UK LTD. STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 30 SEPTEMBER 2025
OTHER KEY PERFORMANCE INDICATORS
Non-financial performance indicators include service delivery, system performance and operational efficiency, aligned with group objectives. The Company also monitors operational inputs such as personnel-related costs and workforce levels. Staff costs for the period totaled £9,494,128 (2024, 12 months: £12,191,994). These measures support management’s assessment of operational effectiveness and cost discipline. This report was approved by the board on 7 July 2026 and signed on its behalf.
Sharon Julie Dean Director
Page 2
PISMO LABS UK LTD. DIRECTORS' REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2025 The directors present their report and the financial statements for the period ended 30 September 2025.
PRINCIPAL ACTIVITY
The principal activity of the Company during the period 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.
RESULTS AND DIVIDENDS
The loss for the period, after taxation, amounted to £1,668,294 (2024, 12 months: profit £870,197). No dividends were paid or proposed during the period.
DIRECTORS
The directors who served during the period and to the date of this report were: Vishal Ratnesh Dalal (resigned 14 April 2026)
Sharon Julie Dean
Prini Patel Pithouse (resigned 24 November 2025)
FUTURE DEVELOPMENTS
The Company is expected to continue its role as a service provider within the Visa group, supporting the delivery of technology solutions across banking and payments. Management expects activity levels to increase over the medium term, supported by continued integration within the Visa group and the expansion of underlying service demand. The Company is expected to maintain a focus on cost management and operational efficiency as it develops its operating model. No forward-looking financial information is disclosed in this report.
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.
POST BALANCE SHEET EVENTS
There have been no significant events affecting the Company since the period end.
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 3
PISMO LABS UK LTD. DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 30 SEPTEMBER 2025 This report was approved by the board and signed on its behalf.
Sharon Julie Dean Director
Date: 7 July 2026
1 Sheldon Square
Paddington
London
W2 6TT
Page 4
PISMO LABS UK LTD. DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2025 The directors are responsible for preparing the strategic report, 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 judgements 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 5
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 period ended 30 September 2025, 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 30 September 2025 and of its loss for the period 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 6
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 strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the strategic report and the directors' report have 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 strategic report or 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.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors' responsibilities statement set out on page 5, 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 7
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 considered the Company's 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. 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 a significant fraud risk. 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; and ∙in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements 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 Page 8
PISMO LABS UK LTD. INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PISMO LABS UK LTD. (CONTINUED) 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 8 July 2026 Page 9
PISMO LABS UK LTD. STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 SEPTEMBER 2025
| 9 months ended 30 September 2025 | 12 months ended 31 December 2024 (Restated)
Note | £ | £
Turnover | 4 | 16,262,140 | 17,743,770
Gross profit |  | 16,262,140 | 17,743,770
Administrative expenses |  | (18,837,653) | (16,878,773)
Operating (loss)/profit | 5 | (2,575,513) | 864,997
Interest receivable and similar income | 9 | 4,143 | 5,310
Interest payable and similar expenses | 10 | (615) | (110)
(Loss)/profit before tax |  | (2,571,985) | 870,197
Tax on (loss)/profit | 11 | 903,691 | -
(Loss)/profit for the financial period |  | (1,668,294) | 870,197
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
The notes on pages 13 to 24 form part of these financial statements.
Page 10
PISMO LABS UK LTD. REGISTERED NUMBER:13424391 STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 30 September |  | 31 December
|  | 2025 |  | 2024 (Restated)
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 59,852 |  | 59,316
|  |  | 59,852 |  | 59,316
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 21,482,475 |  | 21,628,663 |
Cash at bank |  | 1,055,039 |  | 651,936 |
|  | 22,537,514 |  | 22,280,599 |
Creditors: amounts falling due within one year | 14 | (34,703,949) |  | (35,049,262) |
Net current liabilities |  |  | (12,166,435) |  | (12,768,663)
Total assets less current liabilities |  |  | (12,106,583) |  | (12,709,347)
Net liabilities |  |  | (12,106,583) |  | (12,709,347)
Capital and reserves |  |  |  |  |
Called up share capital | 15 |  | 568,525 |  | 568,525
Other reserves | 16 |  | 13,427,504 |  | 11,156,446
Profit and loss account | 16 |  | (26,102,612) |  | (24,434,318)
|  |  | (12,106,583) |  | (12,709,347)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Sharon Julie Dean
Director
Date: 7 July 2026
The notes on pages 13 to 24 form part of these financial statements. Page 11
PISMO LABS UK LTD. STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 SEPTEMBER 2025
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 568,525 | - | (25,304,515) | (24,735,990)
Profit for the year (Restated) | - | - | 870,197 | 870,197
Capital Contribution from Parent (Restated) | - | 11,156,446 | - | 11,156,446
At 1 January 2025 (Restated) | 568,525 | 11,156,446 | (24,434,318) | (12,709,347)
Loss for the period | - | - | (1,668,294) | (1,668,294)
Capital Contribution from Parent | - | 2,271,058 | - | 2,271,058
At 30 September 2025 | 568,525 | 13,427,504 | (26,102,612) | (12,106,583)
| The notes on pages 13 to 24 form part of these financial statements.
Page 12
PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
1. | GENERAL INFORMATION
Pismo Labs UK Ltd (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 company's accounting reference date was changed to 30 September from 31 December during the year. Therefore the financial statements cover the 9 month period to 30 September 2025, and the comparatives presented, covering the 12 month period to 31 December 2024, are not entirely comparable. Prior year restatement The results for the year ended 31 December 2024 have been restated from those previously reported. The company’s employees have been issued share options under the Visa Inc RSU scheme, in return for their services to this company, but the previously reported results for 2024 omitted in error the accounting impacts of those instruments. The impacts of the restatement on the results and balance for 2024 are: • £1,615,089 increase in administrative expenses for the recognition of a further share-based payments expense. • Corresponding decrease in profit for the year and the cumulative profit and loss reserve as at 31 December 2024 • £1,615,089 increase to other reserves, in respect of a capital contribution for that amount. The restatement has no impact on net assets as at 31 December 2024. The following principal accounting policies have been applied: Page 13
PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 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 2025 and these financial statements may be obtained from the Visa Inc website. In addition, and in accordance with FRS 101, further disclosure exemptions have been applied because equivalent disclosures are included in the consolidated financial statements of Visa Inc. These financial statements do not include certain disclosures in respect of: • The requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
| 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 14
PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025 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 15
PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025 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. Where the company incurs tax losses, withholding taxes are considered to be irrecoverable and are therefore recorded within administrative expenditure. Page 16
PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.11 | 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.
| 2.12 | 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.
| 2.13 | 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.
| 2.14 | 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. | JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods Page 17
PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
4. | 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:
|  |  |  | 9 months ended 30 September | 12 months ended 31 December
|  |  |  | 2025 | 2024
|  |  |  | £ | £
| Goods and services transferred over time | 16,262,140 | 17,743,770
|  | 16,262,140 | 17,743,770
| Included within revenue in relation to goods and services transferred over time is £14,491,536 (2024: £16,735,226) 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.
5. | OPERATING (LOSS)/PROFIT
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 9 months ended 30 September 2025 | 12 months ended 31 December 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 28,778 | 26,098
| Foreign exchange gains and losses | 260,182 | 139,638
| Defined contribution pension cost | 538,849 | 386,679
6. | AUDITORS' REMUNERATION
|  |  |  |  | 9 months ended 30 September 2025 | 12 months ended 31 December 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 21,250 | 20,000
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PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
7. | EMPLOYEES
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 9 months ended 30 September 2025 | 12 months ended 31 December 2024
|  |  |  |  | £ | £
| Wages and salaries | 7,620,791 | 9,644,296
| Social security costs | 1,334,488 | 2,161,019
| Cost of defined contribution scheme | 538,849 | 386,679
|  | 9,494,128 | 12,191,994
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | 9 months ended 30 September 2025 | 12 months ended 31 December 2024
|  |  | No. | No.
|  | Staff (including directors) | 67 | 55
8. | DIRECTORS' REMUNERATION
|  |  |  |  | 9 months ended 30 September 2025 | 12 months ended 31 December 2024
|  |  |  |  | £ | £
| Directors' emoluments | 672,707 | 2,828,174
| Company contributions to defined contribution pension schemes | 19,744 | 17,834
|  | 692,451 | 2,846,008
| 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 period, one (2024, 12 months: one) director received payments under the share-based payments scheme amounting to £1,743,759 (2024, 12 months: £5,336,683). The value of the benefit provided on exercise of share options is not included in the directors' emoluments.
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PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
9. | INTEREST RECEIVABLE
|  |  |  |  | 9 months ended 30 September 2025 | 12 months ended 31 December 2024
|  |  |  |  | £ | £
| Other interest receivable | 4,143 | 5,310
|  | 4,143 | 5,310
10. | INTEREST PAYABLE AND SIMILAR EXPENSES
|  |  |  |  | 9 months ended 30 September 2025 | 12 months ended 31 December 2024
|  |  |  |  | £ | £
| Interest payable on amounts owed to group undertakings | 615 | 110
|  | 615 | 110
11. | TAXATION
|  |  |  |  | 9 months ended 30 September 2025 | 12 months ended 31 December 2024
|  |  |  |  | £ | £
| Group taxation relief | (903,691) | -
|  | (903,691) | -
| TOTAL CURRENT TAX | (903,691) | -
| DEFERRED TAX |  |
| TOTAL DEFERRED TAX | - | -
| TAX ON (LOSS)/PROFIT | (903,691) | -
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PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025 11.TAXATION (CONTINUED)
| FACTORS AFFECTING TAX CHARGE FOR THE PERIOD/YEAR
| The tax assessed for the period is the same as (2024: lower than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|  |  |  |  | 9 months ended 30 September 2025 | 12 months ended 31 December 2024
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (2,571,985) | 870,197
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | (642,996) | 217,549
| EFFECTS OF: |  |
| Expenses not deductible for tax purposes | 41,001 | 500
| Utilisation of tax losses | (497,438) | -
| Adjustments in respect of prior periods | - | (2,861,000)
| Deferred tax not recognised | 195,742 | 2,642,951
| TOTAL TAX CHARGE FOR THE PERIOD/YEAR | (903,691) | -
| 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 £14,094,484 (2024, 12 months: £22,846,593) for which a deferred tax asset has not been recognised.
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PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
12. | TANGIBLE FIXED ASSETS
|  | Computer equipment
|  | £
| COST |
| At 1 January 2025 | 129,629
| Additions | 88,630
| Disposals | (129,629)
| At 30 September 2025 | 88,630
| DEPRECIATION |
| At 1 January 2025 | 70,313
| Charge for the period on owned assets | 28,778
| Disposals | (70,313)
| At 30 September 2025 | 28,778
| NET BOOK VALUE |
| At 30 September 2025 | 59,852
| At 31 December 2024 | 59,316
13. | DEBTORS
|  |  |  |  | 30 September | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 1,863,843 | 15,266
| Amounts owed by group undertakings | 18,247,274 | 20,505,285
| Other debtors | 39,252 | 51,695
| Prepayments and accrued income | 1,332,106 | 1,056,417
|  | 21,482,475 | 21,628,663
| Amounts owed by group undertakings are repayable within one year or on demand with no fixed date of repayment.
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PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 30 September | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 14,166 | 25,174
| Amounts owed to group undertakings | 32,002,887 | 33,991,907
| Other taxation and social security | 373,789 | 408,189
| Other creditors | 1,720,384 | 623,992
| Accruals and deferred income | 592,723 | -
|  | 34,703,949 | 35,049,262
| Amounts owed to group undertakings are repayable within one year or on demand with no fixed date of repayment.
15. | SHARE CAPITAL
|  |  |  |  | 30 September | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 568,525 (2024: 568,525) Ordinary shares of £1.00 each | 568,525 | 568,525
16. | RESERVES
Other reserves Other reserves comprise of capital contributions from the parent company. Profit and loss account The profit and loss account includes all accumulated profits and losses. Page 23
PISMO LABS UK LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
17. | SHARE-BASED PAYMENTS
| Following the acquisition of the Company’s immediate parent by Visa Inc during the prior period, the Pismo Labs 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 in 2024. The remainder of the share-based payments liability was credited to the Statement of Comprehensive Income in 2024. Visa Inc.'s restricted stock units ("RSUS") scheme Subsequent to the acquisition by Visa Inc in 2024, the overall parent company issues equity-settled share-based payments (RSU scheme) to certain employees in return for their services to this company. Equity-settled share-based payments are measured at fair value (excluding the effect of non- market-based vesting conditions) at the date of grant. The fair value of awards of non-vested shares is equal to the closing price of the Visa Inc. shares on the date of grant, adjusted for the present value of future dividend entitlements where appropriate. The vesting conditions of the share-based payments require continued uninterrupted employment with the Company, and largely vest one-third per year after the grant date, for a period which does not typically exceed 3 years from the date at which they were awarded. Share-based payments administrative expenses during the period amounted to £1,330,295 (2024, 12 months, restated: £1,615,089) which relates to the Visa Inc RSU scheme. The costs of these scheme are ultimately borne by the parent company and therefore the benefit received is therefore considered a capital contribution recognised in equity.
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 £538,849 (2024: £386,679). At the year end contributions totalling £61,056 (2024: £55,780) 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. 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.
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