Strategic Report

The directors present their strategic report on Visum Technologies Plc (the "Company") for the year ended 30 June 2024.

Principal activity

The principal business activity is the development and installation of high-quality photo and video capture technologies for roller coasters and attractions around the world.

Review of business, future outlook and key performance indicators

A review of the business of the company, together with comments on future developments is given in the Chairman's Statement and Chief Executive's Statement.

The board monitors the Company's performance in delivery of strategy by measuring progress against Key Performance Indicators ("KPIs"). These KPIs comprise a number of operational and financial metrics.

Principal Risks and Uncertainties

Global Pandemics, War, Terrorism & Other Events out of the Company's Control

The Company's stated business strategy may be adversely affected if the above events impact the leisure sector and specifically influence the opening and operation of Customers' theme parks. Those of any other adverse events may cause negative impacts on the Company's operations in these areas through the closure of leisure activities and theme parks which could result in reduced income levels for the Company and reduced growth of a new business.

Furthermore, the Company's product offering depends on the performance of particular hardware and software systems that could be affected by outages, downtime, or poor performance both in and out of the Company's control. This could result in negative impacts on the Company through increased costs of rectifying issues, loss of contracts, or reduction in brand value over time. The Company systems are vulnerable to impact, or interruption from events such as (but not limited to) (i) natural disasters, (ii) power loss, (iii) third-party supplier failure (including telecommunications), (iv) viruses, or other similar third-party software negatively introduced to the system, (v) computer hacking or other similar activity and (vi) acts of war, terrorism or pandemics. No material outages have occurred as of the date of this report.

The supply chain could be an issue as the company orders hardware and equipment to fulfill orders for the 2025 season. The company is looking at alternative camera designs to mitigate risks related to certain components and availability.

The current macroeconomic situation continues to be a key risk and concern for the company and could impact the ability for future growth and expansion globally. 

Strategic Report (continued)

Technological Development

In order for the Company to remain competitive, technological developments must be followed especially in the event of any technology changes. The Company must continue to increase and improve the functionality, properties and the quality of existing products. Such adaptation is associated with costs that can be significant and are affected by factors that are wholly or partly outside the control of the Company. This means that the level and timing of future operating costs and capital requirements to follow in this development may deviate significantly from current estimates. A lack of ability to follow technological developments, or the costs attributable to any future developments can have a material adverse effect on the Company's operations, financial position, and results.

Financial and Capital Risk Management

The directors constantly monitor the financial risks and uncertainties facing the group with particular reference to the exposure of credit risk and liquidity risk. They are confident that suitable policies are in place and that all material financial risks have been considered. The major balances and financial risks to which the company is exposed to and the controls in place to minimise those risks are disclosed. The financial risk management objectives and policies can be found within note 22 of the financial statements. The Board considers and reviews these risks on a strategic and day to day basis in order to minimise any potential exposure.

The Board's objective is to maintain a balance sheet that is both efficient and delivers long term shareholder value.  The Board continues to monitor the balance sheet to ensure it has an adequate capital structure.

Going Concern

The Board monitors the Company's ability to continue as a going concern. The following is a summary of the Directors' assessment of the going concern status of the Company.

The company has a moderate monthly burn rate, upcoming installments for current clients and a strong pipeline of clients for 2025.

However, the company had a net current liability position as at 30 June 2024 of £877,584 and the company made a loss of £831,115 for the year and as 19^th November the company had cash of £6,683.

The Directors are confident that the company will achieve its cash flow forecasts and, taking into account the operating initiatives already in place and the funding options available to the company, have prepared the accounts on a going concern basis. Nevertheless, the forecasts show that the company may have a low level of cash in twelve months time and may require further funding in the longer term to meet its commitments as they fall due.

These conditions and events indicate the existence of material uncertainties that may cast significant doubt upon the companies ability to continue as a going concern and the company may therefore be unable to realise their assets and discharge their liabilities in the ordinary course of business. These financial statements do not include the adjustments that would result if the company were unable to continue as a going concern.

The auditors have made reference to going concern by way of a material uncertainty within their audit report.

Strategic Report (continued)

Section 172 Statement

Section 172 of the Companies Act 2006 (the "Act") requires the Directors to act in good faith and in a way that is most likely to promote the success of the Company for the benefit of its members.

In accordance with section 414CZA of the Act, the Directors provide the following statement that describes how they have had regard to the matters set out in section 172(1)(a) to (f) of the Act during the year when performing their duty under section 172.

Andrew Edge

Chairman

30 December 2024

Board of Directors

As at the date of this report, the Board comprises one Executive Director and two Non-Executive Directors. Detailed below is a summary the experience and skills of each of the current Directors in office:

Andrew Edge

Independent Non-Executive Chairman

Appointed 17 May 2021

Andy Edge holds a 1^st class degree from De Montfort University in Business & Marketing. He started his career at Kraft Foods in 1992. Having spent 11 years in FMCG (mainly PLC) companies, in 2004 he moved into private equity backed leisure when he was appointed as Sales and Marketing Director of The Tussauds Group (now Merlin Entertainments). During his appointment, the business grew in value from £800m when acquired in 2004 by Dubai Investment Capital to £1billion in March 2007 when it was sold to Blackstone. Andy then joined the board of Park Resorts as Sales & Marketing Director in September 2007. The business operated 39 leisure and holiday parks and a turnover of £170million. Andy left Park Resort and joined Odeon & UCI Cinemas in April 2012 as Commercial Director running the sales, marketing and retail across their 125 sites. He was part of the leadership team that went on to sell the business to AMC Cinemas in 2017. Andy subsequently joined the board of Away Resorts, a private equity backed business and helped steer it through to a £100m sale in 2019. He is currently working in a senior leadership role in Diageo as their Head of Commercial Growth and Digital for their Irish Brand Homes portfolio. It is this broad leisure sales and marketing experience that Andy brings to the board of the Company.

Marc Dixon

Chief Executive Officer

Appointed 23 March 2021

Marc Dixon has 28 years of experience in the travel and leisure market. As CEO, he is responsible for the day-to-day running of the Company and delivering on the strategy as set by the Board of Directors. Marc started his career in 1994 as an Operations Manager before being appointed as Director of Business Development (Americas) for Eastman Kodak/Kodak Alaris in 1998. Marc stayed in this role until 2018 when he joined Picsolve Inc as Director of Business Development before moving into consultancy roles through his own firm, MAD Consulting LLC. Marc has developed significant leadership expertise in operations, IT, account management, and business development, and held executive roles with Kodak and Picsolve giving direct industry experience relevant to the Company. In addition to his theme park and attractions experience, he has developed several strategic alliances with channel partners throughout the Caribbean, South America, and Mexico. He has been instrumental in developing sponsorship programs various of prominent brands throughout his career and has a track record of delivering high-volume, multi-million-dollar annual growth. He brings executive-level expertise in operational performance to the Company and is adept at start-up infrastructure planning and installation phases. Recognised by Executives and peers for solid leadership and organisational skills, his industry contacts and relationships are the core of his value proposition to his partners and colleagues.

Paul Kennedy

Independent Non-Executive Officer

Appointed 3 December 2023

A seasoned HR and Business Leader with expertise in Human Resources and Business Development, specializing in executing Transformation and Change Programs. With a distinguished career, Paul has held key executive roles in globally acclaimed organizations, including Café Nero and New Balance. As the former Chief People Officer at Picsolve, a leading digital photography provider for theme parks and attractions worldwide, he led transformative initiatives.

Directors' Report

The Directors of Visum Technologies plc (registered in England and Wales: 13211334) (the "Company") are pleased to present the annual report and accounts, together with the audited financial statements of the Company, for the year ended 30 June 2024.

Further information on the Board's role is provided in the Corporate Governance Statement beginning on page 12, which forms part of the Directors' report.

Directors

During the year, and post the year ended 30 June 2024, the Board comprised the following directors:

Directors' and Officers' Liability

A policy of insurance against Directors' and Officers' liabilities is maintained by the Company.

Strategic Report

In accordance with section 414C(11) of the companies Act 2006 the company chooses to report the review of the business, the future outlook and the risks and uncertainties faced by the company in the Strategic Report.

A review of the business of the Company, together with comments on future developments is also given in the Chairman's Statement and Chief Executive Officer's Statement.

Financial Risk Management

Details of financial risk management are provided in Note 22 to the accounts.

Financial Instruments

The company has not entered into any financial instruments during the year to hedge against interest rate or exchange rate risk.

Events After The Reporting Year

Refer to note 16 to the financial statements for further details.

Results

The trading results and the Company's financial position at the end of the year are shown in the attached financial statements.

Dividend Policy 

The Company intends to pay dividends on the Ordinary Shares at such times, if any, and in such Amounts, if any, as the Board determines appropriate in its absolute discretion. The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws.

The Directors do not recommend the payment of a dividend for the year ended 30 June 2024 due to the early stage of development of the Company.

Donations

The Company did not make any political or charitable donations during the reporting year.

Directors' Report (continued)

Substantial Shareholders

As of 05 December 2024, the Company had received notification from the following financial institutions of their and their clients' interest in the following disclosable holdings, which represent 3 percent. or more of the voting rights of the issued share capital of the Company

*Dominic Berger through Ridercam Shares representing 14.17% of the Company's Ordinary Shares. Dominic Berger's stepson manages Angel Business Services Ltd. Aggregating their shareholdings, this gives a total of approximately 19.80% of the Company's Shares.

Going Concern

The Directors' assessment of the going concern of the Company is set out in the Strategic Report.

Independent Auditor

MAH, Chartered Accountants have expressed their willingness to continue in office as auditor for the year. A resolution to appoint them will be presented at the forthcoming AGM.

Disclosure of information to the independent auditor

Each of the Directors at the date of the approval of this report confirms that:

i.          so far as the Directors are aware, there is no relevant audit information of which the Company's independent auditor is unaware; and

ii.          the Directors have taken all steps that ought to have been taken as Directors to make themselves aware of any relevant information and to establish that the Company's Independent Auditor is aware of that information.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and financial statements in accordance with

applicable law and regulations.

Directors' Report (continued)

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (Financial Reporting Standard 102 and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that year. In preparing these financial statements, the directors are

●   select suitable accounting policies and then apply them consistently;

●   make judgements and 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 enable them to ensure that the financial statements comply with the requirements of 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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Information published on the website is accessible in many countries and legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Each of the Directors who held office at the date of approval of this Directors' report, confirm to the best of their knowledge that:

·      the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

·      the financial statements, which have been prepared in accordance with Financial Reporting Standard 102 and applicable law, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·      the Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

For and on behalf of the Board

Andrew Edge                                                                                                       

Chairman

30 December 2024

Corporate Governance Statement

On 30 June 2022 the Company was admitted to trading on the Aquis Stock Exchange Growth Market (the "Admission"). From 18 February 2021, when the company was incorporated as Visum Technologies Limited, until the date of Admission the Company was not listed.  On Admission, the Company adopted the Quoted Companies Alliance Corporate Governance Code 2018 (the "QCA Code").

The Board is committed to high standards of corporate governance and the Directors are accountable to shareholders for the governance of the Company's affairs. The Directors recognise the importance of sound corporate governance. Disclosures are made on the Company's website and within this Annual Report and Accounts as specified by the QCA Code to the extent that they consider it appropriate having regard to the Company's size, board structure, stage of development and resources.

QCA Code

The 10 principles set out in the QCA Code are listed below, with an explanation of how the Company applies each of the principles and the reason for any aspect of non-compliance.

Committees

On Admission, the Board established the Aquis Rule Compliance Committee, Audit & Risk Committee and Remuneration & Nomination Committee. 

Aquis Rule Compliance Committee Report

The Aquis Rule Compliance Committee, which comprises of the Non-Executive Director Andrew Edge and the Chief Executive Officer Marc Dixon, meets not less than twice a year. The Aquis Rule Compliance Committee is chaired by Andy Edge.

The Board ensures that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the directors are communicating effectively with the Company's AQSE Corporate Adviser regarding the Company's ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.

Audit & Risk Committee Report

The Audit & Risk Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company's management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use by the Company. The Audit & Risk Committee meets not less than twice in each financial year and has unrestricted access to the Company's external auditors. The members of the Audit & Risk Committee are the independent Non-Executive Director, Andrew Edge, and the Chief Executive Officer, Marc Dixon.

Remuneration & Nomination Committee Report

The Remuneration & Nomination Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration & Nomination Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration & Nomination Committee meets as and when necessary. In exercising this role, the Directors have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Code guidelines. The members of the Remuneration & Nomination Committee are the independent Non-Executive Director, Andrew Edge, and the Chief Executive Officer, Marc Dixon. Andrew Edge chairs this Committee, and no member decides on his or her own remuneration.

Diversity

At Admission, the composition of the Board was reviewed and deemed to have an appropriate balance of skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board recognises the benefits of diversity of thought and when considering Board appointments and hiring or promoting to senior positions will take account of diversity while seeking to ensure that each role is offered on merit, against objective criteria.

Directors' interests

The Directors' interests in the share capital of the Company at 30 June 2024 were as follows:

Directors' emoluments for the year ended 30 June 2024

Remuneration Policy

As at the date of this report, there have been no proposed amendments to the remuneration policy included in the admission document.

Executive Directors' service agreements and termination provisions

The service agreements are approved by the Board. Marc Dixon's service agreement may be terminated by either party giving 6 months prior written notice.

Non-executive Directors Letter of appointment

The Non-Executive Directors' letter of appointments are approved by the Board. The letter of appointment may be terminated by either party on a one months' notice year.

Benefits/Pension

There are currently no pensions or similar arrangements in place with the Executive Directors, but the intention is to comply with minimum required best practice Admission. Non-Executive Directors are not entitled to any other benefits other than the reimbursement of their reasonable expenses.

The Board may pay discretionary bonus in any such amount as the Board decided. No bonus was awarded during the year.

Share Dealing Code

The Company has a Share Dealing Code which applies to all PDMRs and their associates, employees and consultants of the Company, and the family members of all such individuals. The Share Dealing Code outlines the laws which prohibit insider trading and the Company's policy on (i) securities trading; (ii) the blackout period and (iii) the compliance programme for officers and directors.

The Share Dealing Code prohibits any employees or parties retained by the Company (and their family members) from buying or selling Ordinary Shares in the Company when such person has or is aware of material, non-public information relating to the Company.