FOR THE PERIOD ENDED 30 SEPTEMBER 2025
PISMO LABS UK LTD.
COMPANY INFORMATION
PISMO LABS UK LTD.
CONTENTS
PISMO LABS UK LTD.
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
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.
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.
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.
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.
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.
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.
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.
• 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.
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PISMO LABS UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
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.
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.
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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.
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.
The directors who served during the period and to the date of this report were:
Vishal Ratnesh Dalal (resigned 14 April 2026)
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.
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.
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.
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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.
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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.
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PISMO LABS UK LTD.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PISMO LABS UK LTD.
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).
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.
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.
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.
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PISMO LABS UK LTD.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PISMO LABS UK LTD. (CONTINUED)
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.
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.
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PISMO LABS UK LTD.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PISMO LABS UK LTD. (CONTINUED)
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
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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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditors
10 Temple Back
BS1 6FL
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PISMO LABS UK LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
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PISMO LABS UK LTD.
REGISTERED NUMBER:13424391
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 24 form part of these financial statements.
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PISMO LABS UK LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
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
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.
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:
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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
• The requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
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.
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Functional and presentation currency
Transactions and balances
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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.
In the event that cash settled share option awards are cancelled without issuing anything in return, prior share-based payment expenses recognised are reversed.
Where the company incurs tax losses, withholding taxes are considered to be irrecoverable and are therefore recorded within administrative expenditure.
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
2.ACCOUNTING POLICIES (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:
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.
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
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
The whole of the turnover is attributable to the Company's principal activity.
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
11.TAXATION (CONTINUED)
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
Other reserves
Profit and loss account
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PISMO LABS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
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.
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.
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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