Final Results

Sivota Plc

Company number 12897590

Annual Report and Financial Statements

For the year ended 31 December 2024

Sivota Plc

Table of Contents

Company Information 2

Chairman's report 3

Strategic report 5

Corporate Governance statement 13

Directors' report 19

Directors' remuneration report 24

Report of the Independent Auditors 30

Statement of Comprehensive Income 36

Statement of Financial Position 37

Statement of Changes in Shareholders' Equity 38

Statement of Cash Flows 40

Notes to the Financial Statements 41

Sivota Plc

Company Information

For the year ended 31 December 2024

Sivota Plc

Chairman's report for the year ended 31 December 2024

Dear Shareholders,

I am pleased to present the annual report of Sivota Plc (the 'Company' or 'Sivota') for the year ended 31 December 2024.

Apester Ltd ("Apester")

As previously announced, at the end of June 2024, Sivota was informed by the Board of Apester, its majority-owned subsidiary in Israel, that due to a deterioration in trading performance, it could no longer proceed as a going concern. Following legal advice Apester filed (the 'filing decision') for bankruptcy in the court of Tel Aviv. 

As at the date of this report, Sivota cannot assess what, if any, recovery it will make in respect of its investment in Apester, although any recovery is likely to be minimal. As a result, the Company has recorded a loss from impairment of investment in Apester, including all other balances associated with Apester. As a result, the Company recorded an impairment loss of $2.9 million.

Termination of transaction negotiations

In May 2024 Sivota announced that negotiations for investment in a leading online technology platform operating across the travel sector, had been terminated. The Company remains committed to exploring further M&A activity and is evaluating investment opportunities.

Current trading and going concern

The Company currently continues to be focused on securing further investment opportunities. However, it will need to raise further debt or equity finance to both fund this current activity and leverage any future investment opportunities. During 2025, the Company is expected to generate further losses from its current activity, which will be expressed in negative cash flows from operating activity. While the directors believe they will be able to raise the additional finance required to continue current operations, this is not guaranteed and hence, there is a material uncertainty with respect of the Company as a going concern. As the likelihood of future fundraising is uncertain there is also a material uncertainty as to whether the Company will be successful in raising funds and identifying suitable investment opportunities. 

As announced on 5 March 2025, the Company is in the process of raising £250,000 to support the general working capital requirements. No further announcements have been made at this time

As of the signing of this report, the Company is a cash shell, and there are no material effects of assuming a going-concern or an alternative basis of accounting in preparing the financial statements.

Chairman's report for the year ended 31 December 2024 (continued)

Despite announcing the filing decision of Apester and the termination of transaction negotiations with the online technology platform, we remain encouraged with our current pipeline and initial state of negotiations with potential prospects and remain confident at least one of these prospects will advance to signing a term sheet.

As funding within the technology sector remains challenging for potential investee companies, given its investor base and placing in the market, we believe Sivota is well placed to benefit from opportunities it pursues. The Board and management remain committed to securing new investment prospects and executing the Company's strategy.

I would like to extend my gratitude to the Board and management for their diligent efforts, as well as to our shareholders for their ongoing trust and support.

We remain committed to delivering value and I look forward to providing you with further updates on our progress in the coming year.

Tim Weller,

Non-Executive Chairman

29 April 2025

Sivota Plc

Strategic report for the year ended 31 December 2024

The Directors present the Strategic Report of Sivota for the year ended 31 December 2024.

The Company's business strategy and execution

Israeli Technology

Israel has one of the most entrepreneurial and multi-cultural workforces in the world, producing technologies, innovations, and research adopted around the globe and across various sectors. Many of modern innovations that are part of the daily life across the globe were developed in Israel. According to the Global Innovation Index 2024, Israel is ranked as one of the top 15 Worlds' Innovation Leaders [i].

Israel's high-technology funding in 2024 amounted to $9.6 billion invested across 453 deals[ii].

Foreign investment into the Israeli technology sector

According to the Israeli Tech Review 2024 (published January 2025), Israeli tech companies have raised $95.6 billion since 2015 with the majority of that capital (70%) deployed by foreign investors. In 2024, foreign investors invested in Israeli technology companies a total of $7.3 billion, 75% of the total funds raised by Israeli tech companies in the year.

https://www.ivc-online.com/LinkClick.aspx?fileticket=M5svbVu53ok%3D&portalid=0×tamp=1736868731417

Sivota Plc

Strategic report for the year ended 31 December 2024 (continued)

The majority of these non-Israeli financial investors are predominantly from the United States who, in leveraging well established US-Israeli connections, have made numerous investments into the Israeli technology market, with a considerable degree of success. However, European/UK investors have had less exposure and have not necessarily had the right connections to participate in this segment to this date. 

The Company seeks to bridge that gap by using the experience, connections and local knowhow of the Directors, in particular that of the CEO.

Market Opportunities

Israel has a large number of innovative, later stage, technology companies offering foreign investors a wide selection of investment opportunities. Moreover, there may be opportunities to acquire controlling stakes in companies that have not taken advantage of technology that could help transition a traditional business model to drive further growth. 

The Directors believe that sectors such as logistics, retail and finance which predominantly remain offline businesses in Israel could produce potential target companies which could greatly benefit from Sivota's approach and ability to introduce them to potential technology solutions.

There may also be opportunities to acquire a controlling interest in non-Israeli founded or related companies that are seeking to benefit from the technology solutions that Sivota may be able to offer. The Directors will consider such opportunities on a case-by-case basis and Investors should note that the Company may therefore acquire controlling stakes in businesses which are not non-Israeli founded or related.

The Company believes there will be an opportunity to invest in businesses that have stalled in the current more challenging global financial and political environment, which under new leadership and with available fundings can rebuild their valuation. The Directors also expect to see an increase in M&A activities, mainly by companies looking to acquire competitors to increase their market share, create economies of scale or add new products and services to their existing offerings. 

Acquisition Targets, Sourcing and Execution

Sivota, through the Directors, has a strong local presence and a significant business network in Israel. The Company believes these networks, relationships, and partnerships are all essential for identifying future investments and developing a robust investment pipeline. 

The Company looks to acquire companies with strong fundamentals that the Directors believe will reward Investors over time. The general investment strategy is to acquire controlling stakes in underperforming, later stage Israeli-related technology companies to ensure fast, ambitious and sustainable scale of growth potential. The Directors intend to function as a key partner to the target companies during both the acquisition process, and in the implementation of the growth plan post-acquisition.

Sivota Plc

Strategic report for the year ended 31 December 2024 (continued)

Acquisition Targets, Sourcing and Execution (continued)

Although the Company evaluates a range of technology companies, a particular area of focus is in relation to companies already involved in data (AI, machine learning, Big Data), digital marketing, and eCommerce.

The Directors believe that they have a competitive advantage in the Israeli market, both in terms of deal flow and the ability to overcome the culture gap which foreign investors can face while working with Israeli founders and management teams.

Sivota's strategy is to seek investment opportunities in companies which have most, if not all, of the following attributes:

· Later stage of growth;

· Organic and/or external growth potential;

· Onique technology (or the ability to introduce technology solutions to companies in more "offline" sectors);

· Israeli-related/founded companies;

· International exposure/potential.

· Target opportunities where management execution and a focused strategy will deliver significant valuation uplift.

Turning around an underperforming company and regaining the trust of every stakeholder is a job that requires decisive action. In order to achieve this, Sivota will roll out a methodology based on enhanced transparency and involvement within each target company. Sivota starts with the preparation of an objective and uncompromising diagnostic plan (which will be capable of being amended from time to time to take into account any changing circumstances). This strategic, operational and financial diagnostic is the basis of the turnaround plan, which sets the goals and changes required to be executed in order to achieve these goals.

Any company in which Sivota acquires controlling stakes will regularly communicate the progress of its turnaround to all its stakeholders.

In putting the diagnostic plan into practice, Sivota seeks to:

· Build a growth plan with the Company's management to leverage opportunity, securing the financing of investments

· Communicate the strategy, plan and its progress on a regular and clear basis

· Be thorough with its analysis and due diligence, and present a pragmatic approach to the implementation

· Implement the plan with transparency including engaging in discussions with employee representatives

· Help to grow the organisational culture through leadership

The Directors all have hands-on operational as well as investment and M&A experience in various jurisdictions, having worked for small and medium-sized businesses, both as managers and as owners. The management team has therefore experienced the financial and operational issues frequently encountered by companies, and knows where to go and how to find, clear unbiased advice for specific business needs.

Sivota Plc

Strategic report for the year ended 31 December 2024 (continued)

Business Review

Key performance indicators (KPIs) of the Company

The Company is focusing on financing and operating KPI's which at this stage in its development are finding suitable investment opportunities and the means to fund those opportunities whilst keeping the operational costs to the minimum.

Financing

As announced on 5 March 2025, the Company is in the process of raising c£250,000 to support the general working capital requirements, as in order to evaluate businesses, the Company will need to raise additional funds.

The war in Israel as described further in the principal risks and uncertainties section below may have an adverse effect on the ability of the Company to raise the additional funds needed to undertake acquisitions.

Income:

During 2024, the Company received other income amounting to $150,000which relates to the deal transaction costs repaid by Holisto.

The company also recorded management fees amounting to $88,000and interest income amounting to $98,000both from Apester until the date that Apester filed for bankruptcy.

Expenditure

The Company's General and administrative expenses for 2024 was $647,000compared to $715,000for 2023.

In June 2024, the Board of Apester, the Company's majority-owned subsidiary in Israel, decided that it could no longer proceed as a going concern and following legal advice, filed for bankruptcy (the "filing decision"). Following the decision, Apester filed for bankruptcy in the court of Tel Aviv. At this point, Sivota cannot assess what recovery, if any, it will make in respect of its investment in Apester, but that recovery is not expected to be material, as a result, following the filing decision, the Company wrote off its net investment in Apester as an impairment loss. In addition, the convertible loan notes and balances due from Apester have also been written off.

Financial position

At 31 December 2024 the Company had a cash balance of $0.15 million compared to $0.5 million as at 31 December 2023. The change in the cash balance is explained by cash used for the operating activities.

The company has no debt as at 31 December 2024 and 2023.

Sivota Plc

Strategic report for the year ended 31 December 2024 (continued)

Employees

With the exception of the Directors, the Company has no employees.

All current members of the Board, including the Chief Executive Officer, are key management personnel. For more information about the Company's directors see the director's remuneration report and note 7 to the financial statements. For more information about key management personnel other than directors of the Company see Note 8 to the financial statements. The average number of persons of each sex who were directors and employees of the Company during the reporting period:

The Company is still at an early stage of development and does not yet have the scale of Board that would facilitate it being able to effectively meet Disclosure Guidance and Transparency Rules (DTR) rules on Board diversity.

Social, Community and Human Rights Issues

As the Company is still at an early stage of development, further consideration will need to be given to social, community and human rights issues affecting its business.

Principal risks and uncertainties and risk management

The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors have carried out an assessment of the principal risks facing the Company, including those that threaten its business model, future performance, solvency or liquidity.

The Company continues to monitor the principal risks and uncertainties to ensure that any emerging risks are identified, managed, and mitigated.

Whilst the Company will undertake legal, financial, and technical due diligence on prospective targets, there can be no guarantee that such diligence will uncover all issues. In particular, past financial performance cannot guarantee future performance and following the making of an investment or acquisition, adverse changes in sectors or markets, together with general trading underperformance may mean that the Company is required to write-down, or write-off investments made.

Financing 

The Company intends to acquire businesses and will need to raise additional funds in order to evaluate and acquire potential targets the war in Israel as described below may have an adverse effect on the ability of the Company to raise the additional funds needed.

Sivota Plc

Strategic report for the year ended 31 December 2024 (continued)

Principal risks and uncertainties and risk management (continued)

Difficulties in acquiring suitable targets

The Company's strategy and future success are dependent to a significant extent on its ability to identify sufficient suitable acquisition opportunities and to execute these transactions on terms consistent with the Company's strategy. If the Company cannot identify suitable acquisitions, or execute any such transactions successfully, this will have an adverse effect on its financial and operational performance.

Security, political and economic instability in Israel and the Middle East

Sivota seeks additional target companies based in Israel. Therefore, security, political and economic conditions in the Middle East, particularly in Israel, may affect the Company's business directly. 

In October 2023, Hamas, an Islamist terrorist group, infiltrated Israel's southern border and carried out a series of attacks against civilian and military targets. Shortly following the attack, Israel's security cabinet declared war against Hamas. The war later expanded, and saw significant fighting on the northern border against the Islamist terrorist group, Hezbollah.

Security, political and economic instability in Israel and the Middle East (continued)

During the first half of 2024, the war continued and the Gaza Strip was the main fighting arena, at the same time, the fighting on the northern border continued and intensified throughout the the first six months of the year. This was accompanied by an escalation in hostilities between Israel and Iran, which culminated in a significant missile attack against Israel in April 2024, which was largely thwarted.

As a result, of the war, the Israeli economy's risk premium increased

During the second half of 2024, against the backdrop of ceasefires on both the northern front and southern front - the economy's risk premium decreased, although the level still remained higher than before the war.

While our operations and business have not been materially impacted by the ongoing war to date, the conflict and the increase of the Israeli economy's risk premium may have an adverse effect on the ability of the company to raise additional funds needed, but on the other hand may impact on valuations of potential targets and their ability to raise funds directly.

Financial risk management

The Company's principal financial instruments comprise mainly cash and other payables. It is, and has been throughout the year under review, the Company's policy that no trading in financial instruments shall be undertaken. The main risks arising from the Company's financial instruments are liquidity risk and foreign exchange risk. The Board reviews and agrees on policies for managing each of these risks and they are summarised below.

Sivota Plc

Strategic report for the year ended 31 December 2024 (continued)

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash reserves to fund the Company's operating activities. Management prepares and monitors forecasts of the Company's cash flows and cash balances monthly and ensures the Company maintains sufficient liquid funds to meet its expected future liabilities.

Foreign exchange risk

A significant portion of the Company's expenses is paid in GBP and NIS. Therefore, the Company is exposed to fluctuations in the foreign exchange rates in USD against the GBP and NIS. The Company does not have a policy of using hedging instruments but will continue to keep this under review. The Company operates foreign currency bank accounts to help mitigate the foreign currency risk.

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

The Board believes they have acted in a way most likely to promote the success of the Company for the benefit of its members as a whole, as required by section 172.

This section serves as the Company's section 172 statement and should be read in conjunction with the Strategic report and the Directors' report. Section 172 of the Companies Act 2006 requires Directors to act in a way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole, taking into account the factors listed in s172 in regard to:

· Likely consequences of any decision in the long term;

· Interests of the Company's employees;

· Need to foster the Company's business relationships with suppliers, customers and others;

· Impact of the Company's operations on the community and the environment;

· Desirability of the Company's maintaining a reputation for high standards of business conduct; and

· Need to act fairly between members of the Company.

Sivota Plc

Strategic report for the year ended 31 December 2024 (continued)

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole (continued)

The following table acts as Sivota's 172(1) statement by setting out the key stakeholder groups, their interests and how the Company has engaged with them over the reporting period.

Tim Weller, Non-Executive Chairman

29 April 2025

Sivota Plc

Corporate governance statement for the year ended 31 December 2024

The Company is not required to comply with the UK Corporate Governance Code, which is applicable to all companies whose securities are admitted to trading to the commercial companies' segment of the Official List. However, the Directors are committed to maintaining high standards of corporate governance and propose, so far as is practicable given the Company's size and nature, to voluntarily adopt and comply with the certain aspects of the Quoted Companies Alliance (QCA) Code.

The Board considers that, due to the size and current activities of the Company, its current composition and structure is appropriate to maintain effective oversight of the Company's activities. The structure of the Board will be reviewed as and when the activities of the Company progress to a sufficient size and complexity to require additional independent oversight. It is intended that additional Directors will be appointed in the near future once prospective acquisitions have been identified and that independence will be one of the factors taken into account at such time.

Subject to the Companies Act 2006, the Company's Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. No alteration of the Company's Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given.

The Board meets regularly to review, formulate and approve the Company's strategy, budgets, and corporate actions and oversee the Company's progress toward its goals.

The Directors shall devote as much time as is necessary for the proper performance of their duties.

The Chairman's main responsibility is the leadership and management of the Board's business and its governance. The Chairman meets regularly and separately with the CEO and the Directors to discuss matters for the Board.

Detail of Directors remuneration is given in the Directors' remuneration report.

Sivota Plc

Corporate governance statement for the year ended 31 December 2024 (continued)

The Board of Directors

Active directors:

The Directors who held office during the financial year and to the reporting date, together with details of their interest in the shares of the Company at the reporting date were:

Tim Weller - Non-Executive Chairman

Tim Weller is a successful entrepreneur and business leader, best known as the founder of Incisive Media. He led the company through its flotation on the London Stock Exchange, a £275 million management buyout, and its eventual sale to EagleTree Private Equity in 2022

Tim has over 15 years' experience chairing and investing in public and private equity-backed businesses.

He has served as Chairman of RDF Media, Polestar, Tremor International, TI Media, Trustpilot, SuperAwesome, Pixomondo, and The Goat Agency. He is currently Non-Executive Chairman of Incubeta and Venatus.

Tim was a member of the Shadow Cabinet New Enterprise Council, which advised the then Shadow Chancellor of the Exchequer, George Osborne, on business and enterprise prior to the 2010 General Election, and was voted Ernst & Young Entrepreneur of the Year - London in 2001. In 2005, he received the publishing industry's top honour - the Marcus Morris award.

Ziv Ben-Barouch - CEO

Ziv Ben-Barouch is an experienced operator and leader with decades of experience in finance and investments within technology companies. He has a proven track record of leading corporate turnarounds, M&A, IPOs, and strategically guiding companies as they build their business.

Ziv is the co-founder and managing partner of Pereg Ventures, a US-Israeli Venture Capital Firm focused on B2B data companies which is backed by investments from Nielsen, a world leader in marketing intelligence, the Tata Group, and other leading financial institutions. At Pereg, Ziv has led and participated in the direct investment of 13 early stage technology companies that have raised in combined excess of $250M in follow-on investments from leading investors and led on the disposal of two portfolio companies to NYSE listed counterparties. 

Sivota Plc

Corporate governance statement for the year ended 31 December 2024 (continued)

Ziv Ben-Barouch - CEO (continued)

Prior to founding Pereg, he was Senior Principal and CFO at Viola, a technology-focused investment group with over $3 billion in assets under management.

Before joining Viola, Ziv was the CFO of SpaceNet Inc, a specialty telecommunications company providing managed network solutions by satellite and terrestrial technologies for business, government and residential users in North America. He led SpaceNet's turnaround and participated in SpaceNet's parent company's $70 million NASDAQ listing.

Ziv has key relationships with Israeli and international investment firms in the technology space which he will be able to leverage to assist Sivota. Ziv is an Israeli Certified Public Accountant.

Neil Jones - Non-Executive Director

Neil has held Board positions in UK multi-national public & private companies for over 20 years.

He has a deep understanding of the UK Corporate Governance code and Board procedures from these and other NED positions.

He is currently Group Corporate Development Director at Inizio an international healthcare and communications group formed by the combination of Huntsworth PLC and UDG PLC both of which were taken private by Private Equity Group Clayton, Dubilier & Rice in 2020 & 2021, having previously held the position of COO & CFO at Huntsworth since February 2016.

Prior to Huntsworth he was CFO of ITE Group plc (Now Hyve plc), a FTSE listed international organiser of exhibitions and conferences and before that he was Group Finance Director of Tarsus Group plc, another international trade exhibition organiser.

He is also the Senior Independent Director of Tremor International, a dual listed (Nasdaq & AIM) Ad-Tech company. Neil is a member of the ICAEW, qualifying with PWC in 1990.

Role of the Board

The Board sets the Company's strategy, ensuring the necessary resources are in place to achieve the agreed priorities. It is accountable to shareholders for the creation and delivery of long-term shareholder value. To achieve this, the Board directs and monitors the Company's affairs within a framework of control which enables risk to be reviewed and managed effectively.

Sivota Plc

Corporate governance statement for the year ended 31 December 2024 (continued)

Board meetings

The core activities of the Board are carried out in scheduled meetings and regular reviews of the business are conducted. Additional meetings and conference calls are arranged to consider matters which would require discussions outside of scheduled meetings. The Directors maintain frequent contact with each other to discuss issues of concern and keep them fully briefed to the Company's operations. There were 14 Board meetings held during the year, except for 1 meeting all the meetings were attended by all the Directors.

Directors' indemnities

To the extent permitted by law and the Articles, the Company has made qualifying third-party indemnity provisions for the benefit of its directors during the year, which remain in force at the date of this report.

Policy for new appointments and amendments to articles

Without prejudice to the power of the Company to appoint any person to be a Director pursuant to the Articles the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any maximum number fixed in accordance with the Articles. Pursuant to the Companies Act 2006, the Company may amend its Articles of Association via special resolution, achieved by way of a vote at a General Meeting of the shareholders.

Board Committees

The Board established an Audit Committee and a Remuneration and Nomination Committee with effect from the Company's admission to trading on the Main Market. In addition, the Board established an Acquisitions Committee which will consider potential targets where a director has a potential conflict and, following the completion of readmission in September 2022 the Board established a risk committee that monitors the financial and commercial performance of investments.

Audit Committee

The Audit Committee consists of Neil Jones and Tim Weller, each of whom has recent and relevant financial experience. The Audit Committee will normally meet at least twice a year at the appropriate times in the reporting and audit cycle. The committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Company and the involvement of the Company's auditors in that process. It will focus in particular on compliance with accounting policies and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the Board.

Sivota Plc

Corporate governance statement for the year ended 31 December 2024 (continued)

The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements of any quorum for and the right to attend meetings. The duties of the Audit Committee covered in the terms of reference are: financial reporting, internal controls, internal audit, external audit and reserving. The terms of reference also set out the authority of the committee to carry out its duties.

In addition, the Audit Committee considers the nature and extent of the non-audit services provided by the auditors. During the reported period the non-audit services were provided to support the admission and readmission processes.

During the reporting period the Audit Committee held meetings on 29 April and 29 August 2024 which were chaired by Tim Weller and were attended by all its members.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee consists of Tim Weller and Neil Jones. The Remuneration and Nomination Committee will meet at least once a year. It has responsibility for the determination of specific remuneration packages for executive directors and any senior executives or managers of the Company, including pension rights and any compensation payments, recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance-related, schemes. No remuneration consultants provided advice or services about directors' remuneration during the course of the latest reporting period.

The Remuneration and Nomination Committee is also responsible for considering and making recommendations to the Board with respect of appointments to the Board, the board committees and the chairmanship of the board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, taking into account the Company's commitment to developing a diverse pipeline of directors and for making recommendations to the Board with regard to any changes necessary. The Remuneration and Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on the Board in the future.

The terms of reference of the Remuneration and Nomination Committee cover such issues as membership and frequency of meetings, as mentioned above, together with the requirements for a quorum and the right to attend meetings. The duties of the Remuneration and Nomination Committee covered in the terms of reference relate to the following: determining and monitoring policy on and setting level of remuneration, early termination, performance-related pay, pension arrangements, authorising claims for expenses from the chief executive officer and chairman, reporting and disclosure, share schemes and appointment of remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its duties.

Sivota Plc

Corporate governance statement for the year ended 31 December 2024 (continued)

The remuneration committee relating 2024 was postponed to and held on 25 February 2025. The meeting was chaired by Tim Weller and attended by all the Directors. 

Acquisitions Committee

The Acquisitions Committee consists of all Independent Directors, in the event of a potential acquisition target being introduced to the Company by a director where that Director has an interest or other conflict of interest. In such circumstances, the Acquisitions Committee will have a full remit to negotiate the terms of such transaction (including engaging and liaising with professional advisers) and the conflicted or interested Director will not be invited to join or attend any meetings of the committee. No committee meetings were held during the reporting period. 

Risk Committee

The Risk Committee consists of Tim Weller and Neil Jones. The Risk Committee plans to meet at least once a year. It monitors the Company compliance with statutory obligations and its internal policies, and confirms that the Company's management has appropriate controls in place to identify, prepares for and implement legislative and regulatory changes which affect its operations.

The Risk Committee also is responsible for reviewing the significant identified risks (principal risks) of the Company and ensuring that there is the risk management process in place that measure, monitor, manage and mitigate the Company's principal risk exposures.

The Risk Committee held meeting on 9 April 2024. The meeting was chaired by Tim Weller and attended by all the Directors. 

Internal auditors

The internal auditors of the Company are Chaikin Cohen Rubin & Co, appointed by the Company in December 2022. The internal auditors provide their audit based on an audit plan. Each year specific topics will be identified by the Audit Committee for audit during that year. Each report of the internal auditors will be discussed by the Audit Committee and if necessary, by the Board and its results will be learned from and implemented as required.

By Order of the Board

Tim Weller 

Chairman

29 April 2025

Sivota Plc

Directors' report for the year ended 31 December 2024

The Directors submit their report with the audited Financial Statements for the year ended 31 December 2024.

General information

Sivota was incorporated as a public limited company under the laws of England and Wales with registered number 12897590 on 22 September 2020.

Sivota was established in order to acquire controlling stakes and then act as a holding company for various target businesses operating or founded in Israel, predominantly in the technology sector.

In July 2021 the Company completed a placing of 1,085,000 ordinary shares for a consideration of $1.4 million (gross) and was listed on the Main Market (Standard Segment) of the London Stock Exchange (LSE).

In December 2021, the Company announced that it had entered into non-binding term sheet with Apester. As a result, the Company's shares were suspended pending the completion of the transaction and the publication of the prospectus in relation to its enlarged group.

In May 2022, the Company completed the fundraising by placing and direct subscription of 11,500,000 of its new ordinary shares for consideration of $14.2 million (gross) followed by completing the acquisition of a majority stake in Apester, an Israeli-incorporated business which operates an innovative digital experience software platform that enables brands, publishers and creators to publish and monetise new interactive digital experiences on their sites and apps.

In September 2022, the Company published its prospectus and completed its readmission to the LSE.

In July 2024 Apester filed for bankruptcy in the court of Tel Aviv. 

The Company continues to seek additional investment opportunities. Raising additional funds by the Company for new investments is challenging due to the current market and political situation. However, the directors believe with the broader macroeconomic environment weakening, seed investment will become harder to source for potential investees, creating more opportunities for the Company's team.

Whilst the Company will undertake legal, financial, and technical due diligence on prospective targets, there can be no guarantee that such diligence will uncover all issues. In particular past financial performance cannot guarantee future performance and following the making of an investment or acquisition, adverse changes in sectors or markets, together with general trading underperformance may mean that the Company is required to write-down, or write-off investments made.

Sivota Plc

Directors' report for the year ended 31 December 2024 (continued)

Results for the year and distributions

The Company results are set out in the statement of comprehensive income.

The total comprehensive loss for the year 2024 was $3.3 million. The total comprehensive loss for the year 2024 before impairment loss was $0.5 million.

The Board regularly reviews the expenditures of the Company and continues to prudently manage its cash resources and to minimise its ongoing operating costs.

The Company has paid no distribution or dividends since its incorporation.

The Company made no political donations in 2024 (2023: Nil)

Post Balance Sheet Events

See note 17 to the financial statements for details of post balance sheet events.

Employees and greenhouse gas (GHG) emissions

The Company currently has no trade or employees located in the UK. Therefore, the Company has minimal carbon or greenhouse gas emissions as it is not practical to obtain emissions data at this stage. It does not have responsibility for any emissions producing sources under the Companies Act 2006.

Climate-related financial disclosures

The Company does not trade or has no employees located in UK and its sole executive director is not located in the UK. The Company therefore not made any disclosures consistent with TCFD recommendations and recommended disclosures.

Going forward, as the Company grows and if it starts or acquires operations in the UK, it will take steps and develop plans to enable the Directors to make consistent disclosures in the future, which will include relevant timeframes for being able to make those disclosers.

The Company is headquartered in the UK, which has made a commitment to reaching a net-zero economy. The Company has not considered that commitment in developing a transition plan because, as the Company does not trade in the UK nor has any employees located in the UK, it does not contribute any carbon emissions to the economy.

Sivota Plc

Directors' report for the year ended 31 December 2024 (continued)

Going concern

The Company has announced its intention to raise c£250,000 (c$317,000) to provide the finance for its administrative expenses for the next twelve months from the signing of this report (see note 17 to the financial reports below). As at 29 April 2025, £86,000 has been received with the remainder amount £164,000 expected to be received by 15 June 2025. If the funds are not received by 15 June 2025, pursuant to an irrevocable commitment agreement entered into by the Company with one of the key investors, the key investor shall make the remaining funding available in accordance to the company's cash needs, within seven business days following any request by the Company.

Based on the above and having assessed the cash flow projections on the assumption that the remainder of the funds are received in line with the agreement, the Company's directors have, at the time of approving the financial statements, a reasonable expectation that the Company will have adequate resources to continue in operational existence at least for the period to 30 April 2026 which is twelve months from the signing of this report. For this reason, the directors continue to adopt the going-concern basis of accounting in preparing the financial statements.

However, as being able to raise this money is the only realistic alternative to the Company ceasing trade, until it is received there exists a material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern.

Also, in order to fulfil the Company's strategy, which is to acquire controlling stakes in underperforming Israeli-related technology companies with the intention to boost their financial performance, the Company will also need to complete a larger successful fundraise before it makes any other acquisitions. As both the success of finding other entities to acquire and a successful raise are both uncertain there is a material uncertainty about the Company's ability to remain a going concern if it is unable to find appropriate opportunities to follow its preferred strategy.

External Auditors

So far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and they have taken all steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

In June 2024, the General Meeting of the Company approved the re-appointment of Haysmac LLP as the Company's auditor. for the financial year ended 31 December 2024. The re-appointment of Haysmac LLP as auditor for the financial year ending 31 December 2025 will be subject to approval by the Company's shareholders at the next Annual General Meeting of the Company, to be held in June 2025.

Sivota Plc

Directors' report for the year ended 31 December 2024 (continued)

Share capital and substantial shareholders

The issued share capital of the Company consists of 12,585,000 ordinary shares and 4,950,000 deferred shares. The ordinary shares carry one vote per ordinary share and each ordinary share carries an equal right to dividends declared on the ordinary shares. The ordinary shares have equal voting rights and rank pari-passu for the distribution of dividends and repayment of capital. The deferred shares carry no voting rights, no rights to dividends and on a return of capital are only entitled to a return once a sum of £1,000,000 has been paid on each ordinary share. Further details of the Company's share capital are given in Note 18 to the financial statements.

As far as the Company is aware, there are no agreements between holders of securities that may restrict the transfer of securities or voting rights however the Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form only in certain circumstances which do not prohibit the transfer of a single class of share which is fully paid up. No single person directly or indirectly, individually or collectively, exercises control over the Company and the Company has not issued any class of share carrying special rights regarding control of the Company. The Directors are aware of the following persons, who had an interest in 3% or more of the issued ordinary share capital of the Company as at 29 April 2025:

Responsibility statement

The Directors are responsible for preparing the Strategic Report, 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 International Financial Reporting Standards (''IFRSs''). 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.

Sivota Plc

Directors' report for the year ended 31 December 2024 (continued)

Responsibility statement (continued)

In preparing these Financial Statements, the Directors are required to:

· Select suitable accounting policies and then apply them consistently;

· Present information and make judgements that are reasonable, prudent and provide relevant, comparable and understandable information;

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

· Provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particulars transactions, other events and conditions on the entity's financial position and financial performance; and

· Make an assessment of the Company's ability to continue as a going concern.

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 to enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and Financial Statements. Legislation governing the preparation and dissemination of Financial Statements may differ from one jurisdiction to another.

We confirm that to the best of our knowledge:

· The Financial Statements, prepared in accordance with International Accounting Standards in conformity with the requirements of the UK Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company for the year;

· The Director's 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 they face;

· The annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

The Directors are responsible for maintaining the Company's systems of controls and risk management in order to safeguard its assets.

By Order of the Board

Tim Weller, Chairman 

29 April 2025

Sivota Plc

Directors' remuneration report for the year ended 31 December 2024

The Remuneration and Nomination Committee have responsibility for the determination of specific remuneration packages for executive directors.

The current directors' remuneration comprises a basic fee or salary and at present there is no long-term incentive plan or share option package for the directors.

Directors' remuneration

Neil Jones

According to the appointment letter signed on in July 2021, Neil Jones agreed not to be paid any fees until the Company had undertaken a fundraising of at least £8,000,000. Following the completion of fundraising by the Company in May 2022 he is paid £22,500 per annum to act as a non-executive director of the Company.

According to the appointment letter, Neil will be eligible for participation in the Company's share option plan when adopted.

In addition, Neil agreed to subscribe at 1.71% of the Company's issued share capital at the admission in July 2021. These ordinary shares will be subject to lock-in pursuant to which Neil will not be able to sell or dispose of such ordinary shares for a period of 4 years.

Neil's appointment was for an initial period of 12 months from admission and will continue unless terminated by either party giving to the other not less than 3 months' notice or without notice in cases the Company can terminate the appointment immediately.

In January 2024, Neil Jones and the Company entered into agreement to defer the payments of his director fees until the earlier of 31 December 2024 or the date of the next fundraising, in February 2025, Neil Jones and the Company entered into a new agreement to defer the payments of the director fees until the date of the next fundraising of above £1,000,000.

Tim Weller

According to the appointment letter signed in July 2021, Tim Weller agreed not to be paid any fees until the Company had undertaken a fundraising of at least £8,000,000. Following the completion of fundraising by the Company in May 2022 he is paid £70,000 per annum to act as a non-executive director of the Company.

If the Company's market capitalisation exceeds £100,000,000 the Board will consider an increase in the fee.

According to the appointment letter, Tim will be eligible for participation in the Company's share option plan when adopted. 

In addition, Tim agreed to subscribe £100,000 for the Company's issued share capital at the admission in July 2021.

Sivota Plc

Directors' remuneration report for the year ended 31 December 2023 (continued)

Tim's appointment will continue unless terminated by either party giving to the other not less than 6 months' notice or without notice in certain circumstances where the Company can terminate the appointment immediately.

In January 2024, Tim Weller and the Company entered into agreement to defer the payments of his director fees until the earlier of 31 December 2024 or the date of the next fundraising, in February 2025 Tim Weller and the Company entered into a new agreement to defer the payments of the director fees until the date of the next fundraising of above £1,000,000.

Ziv Ben-Barouch

According the employment agreement signed in July 2021 Ziv Ben-Barouch was paid a salary of £18,000 per annum to act as chief executive officer. Following the completion of fundraising by the Company in May 2022 he is paid a salary of £70,000 per annum.

The Company may, in its absolute discretion pay a bonus of such amount, at such intervals and subject to such conditions as the Company may in its absolute discretion determine taking into account specific performance targets.

Ziv's appointment commenced on the admission in July 2021 and shall continue until terminated by either party giving to the other not less than 6 months' written notice or without notice in cases the Company can terminate the appointment immediately.

In January 2024, Ziv Ben-Barouch and the Company entered into agreement to defer the payments of his director fees until the earlier of 31 December 2024 or the date of the next fundraising, in February 2025 Ziv Ben-Barouch and the Company entered into a new agreement to defer the payments of the director fees until the date of the next fundraising of above £1,000,000.

Remuneration of the Directors: 

(*) there is no remuneration other than base fee or salary.

(**) Half of Ziv's directors' fees is recorded in Sivota IL, a fully owned subsidiary of Sivota PLC. Sivota IL expenses are included through its management fees to Sivota PLC.

There was no performance measures associated with any aspect of Directors' remuneration during the year.

Sivota Plc

Directors' remuneration report for the year ended 31 December 2024 (continued)

Other matters

The Company currently does not have any annual or long-term incentive schemes in place for any of the Directors and as such there are no disclosures in this respect.

The Company does not have any pension plans for any of the Directors and does not pay pension amounts in relation to their remuneration.

The Company has not paid out any excess retirement benefits to any Directors or past Directors. The Company has not paid any compensation to past Directors.

The Company has not paid any payments for loss of office during the year.

Directors' interests in shares as at 30 April 2025: 

The Company does not currently have in place any requirements or guidelines for any directors to own shares.

The Company is not aware of any changes in the interests of each director that have occurred between the end of the period of review and the date of the AGM notice.

The Company is not aware of any disclosures made to the Company in accordance with DTR 5.

Sivota Plc

Directors' remuneration report for the year ended 31 December 2024 (continued)

Total Shareholder Return

The table above illustrates the total return of Sivota shareholders over the period from the first listening in July 2021 to 31 December 2024 compared to the FTSE 350, when Sivota's shares were suspended from the trading at the London Stock Exchange as a result of the readmission process that began in December 2021 and was completed in September 2022.

The table above illustrates the total return of Sivota shareholders over the period from the readmission completed in September 2022 to 31 December 2024 compared to the FTSE 350.

Sivota Plc

Directors' remuneration report for the year ended 31 December 2024 (continued)

Changes in the Company employees' remuneration 

Neil Jones and Tim Weller did not receive a fee prior to the completion of the fundraise in May 2022. Following the completion of the fundraise, Neil Jones receives fees of £22,500 per annum, and Tim Weller receives fees of £70,000 per annum. There were no changes in the director's remuneration since May 2022.

Similarly, the remuneration paid to the Chief Executive Officer, Ziv Ben-Barouch increased in May 2022 following the completion of the fundraising from £18,000 per annum to £70,000 per annum. There was no change in the CEO's remuneration since May 2022.

The remuneration of the CEO, being the only executive director of the Company, for the year 2025 to which the Remuneration Policy will apply, will be only his salary in accordance with his service agreement. There will be no elements of such remuneration which are subject to any performance measures and so the salary is fixed.

Since its incorporation and up until January 2025, the Company has employed one employee outside of the UK, through a wholly owned subsidiary company, other than the directors, whose employment began in March 2022. There has been no change to this individual's remuneration during the reporting period. However, the Company will ensure any subsequent changes are reflected in ongoing annual reports.

Remuneration policy 

The Remuneration Policy the main aspects of which set out below will be put for approval to Shareholders at the Company's Annual General Meeting to be held in 2025. The effective date of this Policy is the date on which the Policy is approved by shareholders. No remuneration or loss of office payment may be made to a director unless they are consistent with the policy once approved by Shareholders. There are currently no provisions for loss of office payments in any service contract or letter of appointment beyond the relevant contractual notice period.

The Company strives to develop and implement its Remuneration Policy as a fair, consistent, competitive program of financial compensation to the balanced with responsibilities that have been taken.

The Remuneration Policy is designed to reflect remuneration trends and employment conditions across the Company, to support the Company's business strategy and to help the Company promote and attain its objective of long-term success. No remuneration consultants provided advice or services about the Remuneration Policy and the Company did not consult with employees.

The Remuneration Committee intends the Remuneration Policy to apply for one year and will undertake an annual review of the policy to ensure the content continues to reflect the Company's business strategy.

Sivota Plc

Directors' remuneration report for the year ended 31 December 2024 (continued)

If the Company seeks to appoint further directors, it will seek to align any remuneration package with the Company's growth aims. The Company has no specific policy on the setting of notice periods under directors' service contracts.

Shareholders' views have not been taken into account in relation to the directors' remuneration policy, however as the Company grows and any changes are required to the policy, the Company will consider doing so.

The remuneration of the CEO, being the only executive director of the Company, for the first year to which the Remuneration Policy will apply, will be only his salary in accordance with his service agreement. There will be no elements of such remuneration which are subject to any performance measures and so the salary is fixed.

Below is a table summarising the main aspects of the remuneration framework for the executive director:

The remuneration of the non-executive directors of the Company, for will only their annual fee in accordance with letter of appointment. There will be no elements of such remuneration which are subject to any performance measures and so those fees are fixed. Non-executive directors will not receive any loss of office payments beyond the payment of any contractual notice provision.

By Order of the Board

Tim Weller 

Chairman

29 April 2025

Opinion

We have audited the financial statements of Sivota Plc (the 'Company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Financial Reporting Standards (IFRSs).

In our opinion, the financial statements:

· give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;

· have been properly prepared in accordance with UK adopted IFRSs; 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 Auditor's 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 UK, including the FRC's Ethical Standard as applied to listed entities, 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.

An overview of the scope of our audit

As part of planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also addressed the risk of management override of controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. We tailored the scope of our audit to ensure that we performed sufficient appropriate audit work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and the industry in which it operates. Our audit consisted principally of substantive tests of detail as this was deemed the most efficient and effective way of amassing sufficient reliable audit evidence.

Material uncertainty related to going concern

We draw attention to Note 3a in the financial statements, which indicates that the Company's ability to continue as a going concern is dependent on future fund raising. As stated further in the note, these conditions and uncertain future events, along with other matters as set forth therein, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

·  Reviewing, assessing and discussing management's assessment of the Company's ability to remain a going concern;

·  Reviewing and understanding the cash flow forecasts for the period to end of April 2026 which are a key element of management's going concern assessment;

·  Assessing the impact of the events and conditions that represent material uncertainties and critically assessing management's plans to mitigate these uncertainties. 

·  Assessing and challenging the inputs and judgements made in the preparation of management's going concern assessment and cash flow forecasts for the period to end of April 2026;

·  Performing sensitivity analysis to model the effect of changing assumptions made or amending key data used in management's cash flow forecasts and considering the impact on the Company's ability to adopt the going concern basis and

·  Reviewing and assessing the appropriateness of going concern disclosures in the financial statements.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:

· the overall audit strategy,

· the allocation of resources in the audit; and

· directing the efforts of the engagement team.

Key audit matters (continued)

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In determining the key audit matters we considered the:

· Areas of higher risks of material misstatement or significant risks identified in accordance with ISA (UK) 315

· Significant audit judgements on financial statement line items that involved significant management judgement such as accounting estimates, and

· The impact of significant events and transactions during the period covered by the audit.

In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report together with the rationale for their identification and how we responded to each in our audit and our key observations.

Risk magnitude key

The table below shows our judgement of the magnitude and likelihood of key audit matter risk:

Our application of materiality

The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.

Overall materiality - Overall materiality has been based on 3% of total expenditure per the draft financial statements for the year and set at $99,000 (FY23 Parent Company financial statements: $111,000 which was based on updated net assets following impairment charges booked against investments). We consider total expenditure as an appropriate basis of materiality as the Company is loss making and there is no revenue earned in the year, so an income-based measure is not appropriate.

Performance materiality - Performance materiality was set at 60% of overall materiality, being $59,400 (FY23: Parent Company financial statements $66,600) as it was considered appropriate to address the likelihood and magnitude of corrected and uncorrected misstatements.

Reporting threshold - The reporting threshold to the audit committee was set as 5% of overall materiality, being $4,950 (FY23 Parent Company financial statements: $5,550). If, in our opinion differences below this level warranted reporting on qualitative grounds, these would also be reported.

Our application of materiality (continued)

Differences in materiality levels from the previous audit - The prior year audit was performed in a period when Sivota Plc and its subsidiaries (the 'Group') was involved in trading operations. In the year ended 31 December 2024, there has been no major trade activity following the bankruptcy of its subsidiary Apester Ltd., accordingly, our assessment of materiality of the Parent was based on total expenditure which reflects the ongoing activity of the Company for the year.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

Opinions on other matters prescribed by the Companies Act 2006

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

· the information given in the Strategic Report and the Directors' Report for the financial year 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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

· we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's 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 auditor's 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Companies Law and Listing Rules. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as tax laws.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and determined that the principal risks were related to management override of controls (including management bias in accounting estimates) and going concern basis of accounting. Audit procedures performed by the engagement team included:

· Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

· The evaluation of management's controls designed to prevent and detect irregularities;

· The identification and review of manual journals, in particular journal entries which exhibited key risk characteristics; and

· The review and challenge of assumptions, estimates and judgements made by management in their recognition of accounting estimates.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 auditor's report.

Other matters which we are required to address

Auditor tenure

With effect from 16 January 2024, we were appointed by the Board of Directors to audit the financial statements for the year ended 31 December 2023 and subsequent financial periods. The period of total uninterrupted engagement of the firm is two years.

Consistency of the audit report with the additional report to the Audit Committee

Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK).

Non-audit and other services

No non-audit services or additional services in addition to the audit have been provided and we remained independent of the Company in conducting the audit.

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 Auditor's 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.

Tom Stock (Senior Statutory Auditor)

For and on behalf of HaysMac LLP, Statutory Auditors

10 Queen Street Place

London EC4R 1AG

29 April 2025

SIVOTA PLC

STATEMENT OF COMPREHENSIVE INCOME

U.S. dollars in thousands

The accompanying notes are an integral part of the financial statements.

SIVOTA PLC

STATEMENT OF FINANCIAL POSITION

U.S. dollars in thousands

The accompanying notes are an integral part of the financial statements.

The financial statements on page 36 to 53 were authorized for issue by the board of directors on 29 April 2025 and were signed on its behalf by Ziv Ben-Barouch. 

Ziv Ben-Barouch, CEO

29 April 2025

Company Registration Number: 12897590

SIVOTA PLC

STATEMENT OF CHANGES IN EQUITY

U.S. dollars in thousands

The accompanying notes are an integral part of the financial statements.

SIVOTA PLC

STATEMENT OF CASH FLOWS

U.S. dollars in thousands

The accompanying notes are an integral part of the financial statements.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

Note 1 - General information

The Company is a public limited company incorporated and registered in England and Wales on 22 September 2020 with registered company number 12897590 and its registered office situated in England and Wales with its registered office at New London House, 172 Drury Lane, London WC2B 5QR.

In June 2024, Sivota was informed by the Board of Apester, its majority-owned subsidiary in Israel, that due to a deterioration in trading performance, it can no longer proceed as a going concern, and following legal advice, Apester has taken the decision to file for bankruptcy (the "filing decision"). Following the decision, Apester filed for bankruptcy in the court of Tel Aviv. At this point, Sivota cannot assess what recovery it will make in respect of its investment in Apester, but that recovery is not expected to be material, as a result, the company wrote off its net investment in Apester as an impairment loss.

Following the filing decision, the Company ceased to consolidate Apester's results into the group accounts and determined it appropriate to present the parent company financial statements only, including comparatives, since after filing decision the company has no material subsidiaries, except for a wholly owned subsidiary Sivota IL whose total assets and liabilities are negligible and whose operating results are included in the financial results of Sivota Plc through the recharge of intercompany management fees. As a result, the Board consider Sivota IL immaterial for the purposes of consolidation and have prepared Sivota Plc 'Company' only financial statements for the year ended 31 December 2024.

Note 2 - Definitions

In these financial statements:

Note 3 - Significant accounting policies

The following accounting policies have been applied consistently in the financial statements for all periods presented, unless otherwise stated.

a. Basis of accounting

The Financial Statements have been prepared in accordance with UK adopted International Accounting Standards.

The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

The financial information is presented in U.S. dollars ("$"), which is the company's functional currency of the principal operations.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

Going concern

The Company has announced its intention to raise c£250,000 (c$317,000) to provide the finance for its administrative expenses for the next twelve months from the signing of this report (see note 17 below). As at 29 April 2025, £86,000 has been received with the remaining amount of £164,000 expected to be received by 15 June 2025. If the funds are not received by 15 June 2025, pursuant to an irrevocable commitment agreement entered into by the Company with one of the key investors, the key investor shall make the remaining funding available in accordance to the company's cash needs, within seven business days following any request by the Company.

Based on the above and having assessed the cash flow projections on the assumption that the remainder of the funds are received in line with the agreement, the Company's directors have, at the time of approving the financial statements, a reasonable expectation that the Company will have adequate resources to continue in operational existence at least for the period to 30 April 2026 which is twelve months from the signing of this report. For this reason, the directors continue to adopt the going-concern basis of accounting in preparing the financial statements.

However, as being able to raise this money is the only realistic alternative to the Company ceasing trade, until it is received there exists a material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern.

Also, in order to fulfil the Company's strategy, which is to acquire controlling stakes in underperforming Israeli-related technology companies with the intention to boost their financial performance, the Company will also need to complete a larger successful fundraise before it makes any other acquisitions. As the success of finding other entities to acquire and a successful raise are both uncertain there is a material uncertainty about the Company's ability to remain a going concern if it is unable to find appropriate opportunities to follow its preferred strategy.

b. Cash and cash equivalents

Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits with an original maturity of three months or less from the date of acquisition or with a maturity of more than three months, but which are redeemable on demand without penalty and which form part of the company's cash management.

c. Impairment policy

The Company evaluates the need to record an impairment of the carrying amount of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable.

If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognised in profit or loss.

The impairment test is performed annually, on 31 December, or more frequently if events or changes in circumstances indicate that there is an impairment.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

d. Earnings per share

Earnings per share are calculated by dividing the net income (loss) attributable to equity holders of the Company by the weighted average number of Ordinary Shares outstanding during the period. The Company's share of earnings of investees is included based on the earnings per share of the investees multiplied by the number of shares held by the Company.

If the number of Ordinary Shares outstanding increases as a result of a capitalisation, bonus issue, or share split, the calculation of earnings per share for all periods presented are adjusted retrospectively.

Potential Ordinary shares are included in the computation of diluted earnings per share when their conversion decreases earnings per share from continuing operations. Potential Ordinary shares that are converted during the period are included in diluted earnings per share only until the conversion date and from that date in basic earnings per share.

e. Foreign currencies

The functional currency of the Company is U.S. dollar ("$"), as the dollar is the primary currency of the economic environment in which the Company has operated and expects to continue to operate in the foreseeable future.

In preparing the financial statements of the Company, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in profit or loss in the period in which they arise.

f. Retirement and termination benefit costs

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions. Payments made to state-managed retirement benefit plans are accounted for as payments to defined contribution plans where the company's obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.

g. Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

h. Taxation

The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable

or deductible.

Deferred income tax is provided for using the liability method on temporary differences at the reporting date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to be recovered.

As at 31 December 2024 management believed that the deferred tax assets are not likely to be realisable in the foreseeable future and therefore no deferred income tax was recognised.

i. Financial instruments

Financial assets and financial liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable

to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets

All financial assets are recognised and derecognised on a trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.

The Company derecognises a financial asset only when the contractual rights to cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

Financial assets are classified into the following specified categories: financial assets "at fair value through profit or loss", or FVTPL, "at fair value through other comprehensive income" or at amortised cost on the basis of the Group's business model for managing financial assets and the contractual cash flow characteristics of the financial asset.

Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL.

As at the reporting date the Company holds no financial assets or investments other than cash.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

Financial liabilities and equity

Financial liabilities are initially measured at fair value when the Company becomes a party to their contractual arrangements. Transaction costs are included in the initial measurement of financial liabilities, with the exception of financial liabilities classified at fair value through profit or loss. The subsequent measurement of financial liabilities is discussed below. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Financial liabilities

All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL.

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

j. Critical accounting judgements and key sources of estimation uncertainty

In applying the Company's accounting policies, which are described in Note 3, the directors are required to make judgements (other than those involving estimates) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these 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. Areas where the directors are required to make judgements in 2024 are as follows:

· Consideration as to the valuation of the investment in Apester and recoverability of receivables from Apester (see note 4).

· Assessment as to whether the company has lost the ability to control Apester and the implications for the financial statements where considered that it is no longer a subsidiary (see note 4).

· The impact of Sivota IL and whether as an immaterial subsidiary it requires consolidation into the company's results (see note 1).

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

k. Adoption of new and revised standards and interpretations.

New standards, interpretations and amendments effective from 1 January 2024.

There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2024 that had a significant effect on the Company's Financial Statements.

New standards, interpretations and amendments not yet effective

At the date of authorisation of these Financial Statements, a number of amendments to existing standards and interpretations, which have not been applied in these Financial Statements, were in issue but not yet effective for the year presented. The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the Company in future periods.

At the date of authorisation of the Company financial information, the Directors have reviewed the standards in issue by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee, which are effective for the accounting periods ending on or after the stated effective date. These are:

· Amendments to IAS 1 - Classification of Liabilities as Current or Non-current

· Amendments to IAS 1 - Non-current Liabilities with Covenants

· Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements

In the Directors view, none of these standards would have a material impact on the financial reporting of the Company.

Note 4 - Investment in subsidiary

a. On 24 January 2022 the Company entered into a Share Purchase Agreement ("Acquisition") with Apester Ltd, a digital marketing engagement platform, that was completed on 12 May 2022. Under the terms of Acquisition Apester issued to the Company 14,947,409 Preferred Seed Shares for an aggregate consideration of $12.0 million of which $6.0 million was paid on 13 May 2022 and the further $6.0 million was paid on 12 August 2022. The Preferred Seed Shares provide the Company with 57.5% of Apester's share capital.

Following Apester's decision to file for bankruptcy as described in note 1 above, the Company wrote off its entire investment in Apester as an impairment loss and ceased to recognise management fee income from Apester from that point on.

b. Composition of Investment in subsidiary:

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

c. Following the Acquisition, the Company entered into two convertible loan assignment agreements with lenders to Apester, pursuant to which $1.654 million in convertible loans, including accrued interest, were assigned to the Company (the "loan"). The convertible loan bears interest at a rate of 6% per annum and will be capable of conversion by the Company into Preferred Seed Shares in Apester, par value NIS 0.01 each, at a conversion price per share of $0.8028147 dollars. If converted in full, the Preferred Seed Shares would represent approximately 6.6% of Apester's share capital as at 31 December 2023. If the convertible loan is not so converted, Apester will be required to repay all outstanding principal and interest on the loan in full in 24 monthly instalments starting February 2024. In March 2024 the Company signed an amendment to the loan agreement to defer the loan repayment by one year, the company recorded interest on the loan until Apester's decision to file for bankruptcy, following Apester's decision to file for bankruptcy as described in note 1 above, the company wrote off its entire Loan to Apester and recognised an impairment loss.

d. Composition of Loan to subsidiary:

e. Composition of Impairment:

f. Details of the Company's subsidiaries at 31 December 2024 are as follows:

Note 5 - Operating Segments

a. General

After company wrote off its entire investment in Apester as an impairment loss as described in note 4 above, the company has no operating segments.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

Note 6 - Financial expenses, net

(*)

Interest on the convertible loan to Apester, see Note 4(c).

Note 7 - Directors' remuneration

The directors' remuneration in the reporting period was as follows:

There was no other component of remuneration.

The directors' fee payable as at 31 December 2024 and 2023 were $296 thousand and $136 thousand respectively.

In January 2024, the Directors and the Company entered into agreement to defer the payments of the director fees, including the director fees payable as at 31 December 2023, until the earlier of 31 December 2024 or the date of the next fundraising, in February 2025 the Directors and the Company entered into a new agreement to defer the payments of the director fees until the date of the next fundraising of above £1,000,000.

Note 8 - Key management personnel

The number of key management (excluding members of the Board) employees throughout the reporting period was as follows:

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

Note 9 - Taxes on Income

a. In 2024 the Company used 25% (2023: 23.5%) as the corporate effective tax rate.

The company has made no provision for taxation as it has not yet generated any taxable income. A reconciliation of income tax expense, applicable to the loss before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the company, is as follows:

b. Carry forward net operating losses:

As of 31 December 2024, the Company has an estimated accumulated net operating losses, amounting to $627,000 (2023: $498,000) which may be carried forward and offset against taxable income in the future for an indefinite period. No related deferred tax asset has been recognised in the accounts based on the uncertainty as to when profits will be generated against which to relieve said asset. The unrecognised deferred tax asset in relation to losses amounts to $157,000 at 31 December 2024 (2023: $124,500).

c. Tax rates:

(1) The U.K. corporate income tax rate is 25% (companies with profits over £250,000) and for small profits rate (companies with profits under £50,000) the income tax rate is 19%.

- Any dividends distributed to "foreign companies", as defined in the law, deriving from income from the technological enterprises will be subject to a withholding tax at a rate of 4%.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

Note 10 - Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

Diluted earnings per share have not been disclosed on the basis the company was loss making and therefore the impact of any potentially dilutive ordinary shares would be anti-dilutive.

Note 11 - Other receivables

Note 12 - Share capital

a. Composition of share capital:

- The company has no authorized share capital limit.

- All shares are fully paid. 

- The deferred shares carry no voting rights, no rights to dividends and on a return of capital are only entitled to a return once a sum of £1,000,000 has been paid on each ordinary share. The entire class of deferred share can be acquired by the Company at any time for no consideration.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

Note 13- Other payables

Note 14 - Financial instruments

a. Classification of financial assets and liabilities:

The financial assets and financial liabilities in the statement of financial position are

classified by groups of financial instruments as follows:

b. Financial risk factors

The Company's activities expose it to various financial risks.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

Market risk - foreign exchange risk

A significant portion of the Company's expenses is paid in NIS and GBP. Therefore, the

Company is exposed to fluctuations in the foreign exchange rates in USD against GBP and NIS.

Credit risk

The Company maintains cash and cash equivalents in various financial institutions. These

financial institutions are located in the UK and US.

Liquidity risk

The table below summaries the maturity profile of the Group's financial liabilities based on

contractual undiscounted payments (including interest payments):

As of 31 December 2024:

As of 31 December 2023:

c. Sensitivity tests relating to changes in market factors

A change as at 31 December 2024 in the exchange rates of the following currencies against the U.S. Dollar, as indicated below would have affected the measurement of financial instruments denominated in a foreign currency and would have increased (decreased) profit or loss and equity by the amounts shown below (before tax). This analysis is based on foreign currency exchange rate that the Company considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecasted sales and purchases.

SIVOTA PLC

NOTES TO THE FINANCIAL STATEMENTS

U.S. dollars in thousands

Note 15 - Balances and transactions with related parties

Details of directors' remuneration and key management personnel are disclosed in Note 7 and 8. The Company also recorded interest income amounting to $98 thousand and management fee revenue amounting to $88 thousand both from Apester.

Note 16 - Auditors remuneration

The Company auditors' remuneration for the reported period was as follows:

Note 17 - Subsequent events

Subsequent to the year end, pursuant to a regulatory announcement on 5 March 2025, the Company announced its intention to raise c£250,000 to support the general working capital requirements. The Company intends to raise the funds through an issue of new ordinary shares in a placing targeting both existing and new shareholders. The expected price per new ordinary share in the placing is 20 pence per share, for additional information please see note 3 Significant accounting policies - Going concern above.