ACCOUNTS - Final Accounts

PISMO LABS UK LTD. - Company Information

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Registered number: 13424391

PISMO LABS UK LTD

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

PISMO LABS UK LTD

COMPANY INFORMATION

DIRECTORS	V R Dalal (appointed 11 June 2021)
	R Josua (appointed 27 May 2021)
	D B Parise (appointed 27 May 2021)


COMPANY SECRETARY	Foot Anstey LLP


REGISTERED NUMBER	13424391


REGISTERED OFFICE	3rd Floor 2 Glass Wharf
	Bristol
	BS2 0EL


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

PISMO LABS UK LTD

CONTENTS

	Page
Directors' report	1
Directors' responsibilities statement	2
Independent auditor's report	3 - 6
Statement of comprehensive income	7
Statement of financial position	8
Statement of changes in equity	9
Notes to the financial statements	10 - 19

PISMO LABS UK LTD

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2021

The directors present their report and the financial statements for the period ended 31 December 2021.

PRINCIPAL ACTIVITY

The company was incorporated on 27 May 2021 and commenced trading on that date.
The principal activity of the Company during the year was that of a technology company offering a scalable cloud-native platform which provides an all-in-one processing platform for banking and payments. Its main products are card-issuing, digital banking, digital wallets and seller management solutions.

DIRECTORS

The directors who served during the period were:

V R Dalal (appointed 11 June 2021)

R Josua (appointed 27 May 2021)

D B Parise (appointed 27 May 2021)

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.

AUDITORS

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

SMALL COMPANIES NOTE

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

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

V R Dalal

Director

Date: 30 September 2022

3rd Floor 2 Glass Wharf

Bristol

BS2 0EL

Page 1

PISMO LABS UK LTD

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE PERIOD ENDED 31 DECEMBER 2021

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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

∙select suitable accounting policies and then apply them consistently;

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

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

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

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

Page 2

PISMO LABS UK LTD

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

OPINION

We have audited the financial statements of Pismo Labs UK Ltd (the 'Company') for the period ended 31 December 2021, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2021 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 3

PISMO LABS UK LTD

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

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

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

∙the information given in the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

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

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

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

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

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

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

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

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

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

RESPONSIBILITIES OF DIRECTORS

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

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

Page 4

PISMO LABS UK LTD

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

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

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

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

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

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

∙the results of our enquiries of management and the directors about their own identification and assessment of the risk of irregularities;

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

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

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

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

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

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud.

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 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 within the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102 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 to avoid a material penalty. These included health and safety regulations, employment legislation and data protection laws.
Our procedures to respond to the 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 concerning actual and potential litigation claims;

∙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 judgments made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Page 5

PISMO LABS UK LTD

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

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

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

USE OF OUR REPORT

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Roger Pimblett BA FCA (Senior statutory auditor)

for and on behalf of

Bishop Fleming LLP

Chartered Accountants

Statutory Auditors

10 Temple Back

Bristol

BS1 6FL

30 September 2022

Page 6

PISMO LABS UK LTD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2021

	Period 27 May 2021 to 31 December
	2021
Note	£


Administrative expenses		(883,730)
Operating loss	4	(883,730)
Interest payable and similar expenses	8	(1,651)
Loss before tax	9	(885,381)
Loss for the financial period		(885,381)

All amounts relate to continuing operations.
There were no recognised gains and losses for 2021 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2021.

The notes on pages 10 to 19 form part of these financial statements.

Page 7

PISMO LABS UK LTD

REGISTERED NUMBER:13424391

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2021

		2021
Note		£


Fixed assets
Tangible assets	10		38,615
Current assets
Debtors: amounts falling due within one year	11	64,702
Cash at bank and in hand		117,491
		182,193
Creditors: amounts falling due within one year	12	(1,106,188)
Net current (liabilities)/assets			(923,995)
Total assets less current liabilities			(885,380)



Net (liabilities)/assets			(885,380)

Capital and reserves
Called up share capital	13	1
Profit and loss account	14	(885,381)
		(885,380)

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

V R Dalal

Director

Date: 30 September 2022

The notes on pages 10 to 19 form part of these financial statements.

Page 8

PISMO LABS UK LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2021

	Called up share capital	Profit and loss account	Total equity
	£	£	£
Comprehensive income for the period
Loss for the period	-	(885,381)	(885,381)
Shares issued during the period	1	-	1
At 31 December 2021	1	(885,381)	(885,380)

The notes on pages 10 to 19 form part of these financial statements.

Page 9

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

1.	GENERAL INFORMATION

Pismo Labs UK Limited (Company registration number 13424391) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 3rd Floor 2 Glass Wharf, Bristol, United Kingdom, BS2 0EL.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

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

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

The following principal accounting policies have been applied:

2.2

FINANCIAL REPORTING STANDARD 101 - REDUCED DISCLOSURE EXEMPTIONS

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

∙the requirements of IFRS 7 Financial Instruments: Disclosures

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

∙the requirements of IAS 7 Statement of Cash Flows

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

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

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

This information is included in the consolidated financial statements of Pismo Holdings as at 31 December 2021 and these financial statements may be obtained from 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands.

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 Pismo Holdings highlighting that it will continue to support the business for at least 12 months from the date on which the balance sheet was signed. Accordingly, the directors adopt the going concern basis in preparing the financial statements.

Page 10

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

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

FINANCE COSTS

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

2.6

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 other creditors as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.7

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.

Page 11

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (continued)

2.8

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:

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.

2.9

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.

2.10

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.

2.11

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.

Page 12

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (continued)

2.12

FINANCIAL INSTRUMENTS

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured at amortised cost using the effective interest rate method.

Impairment of financial assets

The Company recognises lifetime expected credit loss (ECL) for trade receivables and amounts due on contracts with customers to the extent that any ECL is material. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

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

Preparation of the financial statements requires management to make significant judgments and estimates. There were no items in these financial statements where material judgments and estimates have been made.

Page 13

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

4.	OPERATING (LOSS)/PROFIT
	The operating (loss)/profit is stated after charging:
		Period 27 May 2021 to 31 December
		2021
		£

	Depreciation of tangible fixed assets	960
	Exchange differences	6,911
	Defined contribution pension cost	8,038

5.	AUDITORS' REMUNERATION
		Period 27 May 2021 to 31 December
		2021
		£

Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements

9,000

Page 14

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

6.	EMPLOYEES
		Period 27 May 2021 to 31 December
		2021
		£

	Wages and salaries	369,382
	Social security costs	46,463
	Cost of defined contribution scheme	8,038
		423,883

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

			Period 27 May 2021 to 31 December
			2021
			No.

		Staff (including directors)	7

7.	DIRECTORS' REMUNERATION
		Period 27 May 2021 to 31 December
		2021
		£

	Directors' emoluments	123,207
	Company contributions to defined contribution pension schemes	1,521
		124,728

Key management personnel comprises the directors. Directors' remuneration relates to one director and is therefore the highest paid director.

Page 15

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

8.	INTEREST PAYABLE AND SIMILAR EXPENSES
		Period 27 May 2021 to 31 December
		2021
		£

	Interest payable on amounts owed to group undertakings	1,651
		1,651

9.	TAXATION

		Period 27 May 2021 to 31 December
		2021
		£



	TOTAL CURRENT TAX	-

	DEFERRED TAX
	TOTAL DEFERRED TAX	-


	TAXATION ON PROFIT ON ORDINARY ACTIVITIES	-

Page 16

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

9.TAXATION (CONTINUED)

	FACTORS AFFECTING TAX CHARGE FOR THE PERIOD
	The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:
					Period 27 May 2021 to 31 December
					2021
					£

(Loss)/profit on ordinary activities before tax

(885,381)

	(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%	(168,222)
	EFFECTS OF:
	Deferred tax not recognised	168,222
	TOTAL TAX CHARGE FOR THE PERIOD	-

10.	TANGIBLE FIXED ASSETS

		Computer Equipment
		£
	COST
	Additions	39,575
	At 31 December 2021	39,575
	DEPRECIATION
	Charge for the period on owned assets	960
	At 31 December 2021	960
	NET BOOK VALUE
	At 31 December 2021	38,615

Page 17

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

11.

DEBTORS

					2021
					£


	Other debtors	57,745
	Prepayments and accrued income	6,957
		64,702

12.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2021
		£

	Trade creditors	124,094
	Amounts owed to group undertakings	910,244
	Other taxation and social security	38,624
	Other creditors	18,075
	Accruals and deferred income	15,151
		1,106,188

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

13.	SHARE CAPITAL
		2021
		£

		ALLOTTED, CALLED UP AND FULLY PAID

		1 Ordinary share of £1.00	1

In the financial period one ordinary share was allotted with an aggregate nominal value of £1.

Page 18

PISMO LABS UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

14.

RESERVES

Profit and loss account

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

15.	PENSION COMMITMENTS

The company operates a defined contributions 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 £8,038. At the year end contributions totalling £18,075 were payable to the scheme and included in other creditors.

16.	POST BALANCE SHEET EVENTS

After the period end, the company agreed to convert amounts owed to group undertakings totalling £568,524 into share capital. This is considered a non-adjusting post balance sheet event.

17.	CONTROLLING PARTY

At the balance sheet date the Company's immediate parent was Pismo Soluções Tecnológicas Ltda., a company registered in Brazil. After the balance sheet date the company's ownership changed such that the Company’s new immediate parent is Pismo Holdings, a company registered in the Cayman Islands.
The ultimate parent of the Company is Pismo Holdings.
The smallest and largest parent in which the results of the company are consolidated is that headed by Pismo Holdings. The consolidated accounts are available from its registered office, the address of which is 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands.

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