The directors present their annual report and the audited financial statements of Zivver Limited (the "Company") for the year ended 31 December 2025.

Zivver Limited is a software as a service (SaaS) company that provides a platform solution to prevent data leaks in communication. The company's purpose is to power the next generation of secure communications. Zivver Secure email works effortlessly with existing email applications such as Office 365 and Gmail to limit the chances of data breaches and leaks caused by human errors. Zivver Secure File Transfer ensures large files and attachments are encrypted and shared with the correct recipients. Using smart business rules and two-factor authentication Zivver products are used by the companies that share confidential information within and outside their organisation.

The results for the year are set out on page 6.

No dividends have been paid during the year and the directors do not recommend payment of a final dividend (2024: £nil).

The directors who served during the year and up to the date of signing the financial statement were as follows:

Going concern

The directors recognise the profit for the financial year of £86,822 (2024: profit of £135,498) and net assets of £885,883 (2024: £799,061). During the year ended 31 December 2023, Zivver Holding B.V. the parent company, converted an intercompany debt with Zivver Limited into a share for £9,000,000 which has resulted in the company being in a positive net assets position.

As a result of the UK company growing rapidly, it has just achieved its second year of profit and is reliant on the support of the parent company Zivver Holding B.V. The directors of Zivver Holding B.V. have provided a letter of support to the company stating that they have no intention of withdrawing their financial support for the company for at least 12 months from the expected date of signing of the company’s financial statements.

The directors of Zivver Limited are also directors of Zivver Holding B.V. During the process of drafting their letter of support together with making their assessment of going concern, the group directors have considered the results of the group for a period of at least twelve months from the expected date of authorisation of the company's financial statements. Also the directors have reviewed the results of the group from 1 January 2026 through to date and these are materially in line with expectations and projections as provided to the group auditors as part of their normal audit procedures.

As a result of the above, the directors have a reasonable expectation that the company has adequate resources, including support from Zivver Holding B.V. to continue in operational existence for the foreseeable future being a period of at least 12 months from the date of these financial statements.

Based on the circumstances described above, the directors have determined that there is no material uncertainty that casts doubt on the entity's ability to continue as a going concern, and as such the financial statements are prepared on the going concern basis.

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

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

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

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

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

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

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

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

We have audited the financial statements of Zivver Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

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

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

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

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

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

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

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.

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.

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.

As part of an audit in accordance with ISAs (UK),we exercise professional judgment and maintain professional scepticism throughout the audit. We also performed the following procedures:

• Enquiry of management and those charged with governance around actual and potential litigation and claims.

• Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

• Reviewing minutes of meetings of those charged with governance.

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

• Reviewing budgets, forecasts and post year end management accounts.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The company is a private company limited by share capital, incorporated and domiciled in England and Wales. The address of its registered office is 5 New Street Square, London, EC4A 3TW, United Kingdom. The registered number is 11931745. Zivver Limited is a software as a service (SaaS) company that provides a platform solution to prevent data leaks in communication.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The financial statements of Zivver Limited have been prepared in accordance with Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101).These financial statements have been prepared under the historical cost convention unless otherwise specified, on the going concern basis and in accordance with the Companies Act 2006.

No new accounting standards, or amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 31 December 2025 have had a material impact on the company.

The financial statements are prepared and rounded to the nearest Pound sterling (£), which is the functional currency of the company.

Zivver Limited is included in the consolidated financial statements of Zivver Holding B.V. These financial statements are available upon request from Zivver Holding B.V., Spaklerweg 52, 1114 AE Amsterdam.

Summary of disclosure exemptions

The following exemptions form the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101:

• The requirements of IFRS 7, 'Financial Instruments: Disclosures';

• The requirements of paragraphs 91-99 of IFRS 13, 'Fair Value Measurement';

• The requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15, 'Revenue from Contracts with Customers;

• Paragraph 38 of IAS 1, 'Presentation of financial statements' comparative information requirements in respect of paragraph 79(a)(iv) of IAS 1;

• The following paragraphs of IAS 1, 'Presentation of financial statements':

  • 10(d) (statement of cash flows);

  • 10(f) (statement of financial position as at the beginning of the preceding period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements, or when it reclassifies items in its financial statements);

  • 16 (statement of compliance with all IFRS);

  • 38A (requirement for minimum of two primary statements, including cash flow statements);

  • 111 (cash flow statement information); and

  • 134-136 (capital management disclosures).

• IAS 7, 'Statement of cash flows;

• The requirements of paragraphs 30 and 31 of IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Error';

• The requirements of paragraphs 17 and 18A of IAS 24, 'Related party disclosures;

• The requirements in IAS 24, 'Related party disclosures' (inter group transactions).

The directors recognise the trueprofit for the financial year of £86,822 (2024: profit of £135,498) and net assets of £885,883 (2024: £799,061). During the year ended 31 December 2023, Zivver Holding B.V. the parent company, converted an intercompany debt with Zivver Limited into a share for £9,000,000 which has resulted in the company being in a positive net assets position.

As a result of the UK company growing rapidly, it has just achieved its second year of profit and is reliant on the support of the parent company Zivver Holding B.V. The directors of Zivver Holding B.V. have provided a letter of support to the company stating that they have no intention of withdrawing their financial support for the company for at least 12 months from the expected date of signing of the company’s financial statements.

The directors of Zivver Limited are also directors of Zivver Holding B.V. During the process of drafting their letter of support together with making their assessment of going concern, the group directors have considered the results of the group for a period of at least twelve months from the expected date of authorisation of the company's financial statements. Also the directors have reviewed the results of the group from 1 January 2026 through to date and these are materially in line with expectations and projections as provided to the group auditors as part of their normal audit procedures.

As a result of the above, the directors have a reasonable expectation that the company has adequate resources, including support from Zivver Holding B.V. to continue in operational existence for the foreseeable future being a period of at least 12 months from the date of these financial statements.

Based on the circumstances described above, the directors have determined that there is no material uncertainty that casts doubt on the entity's ability to continue as a going concern, and as such the financial statements are prepared on the going concern basis.

Turnover represents the proceeds from the supply of services, net of VAT and discounts. If the result of a transaction relating to a service can be reliably estimated and the income is probable to be received, the income relating to that service is recognised in proportion to the service delivered. Stage of completion is based on the costs incurred in providing the services up to the balance sheet date in proportion to the estimated costs of the total services to be provided.

Transfer Pricing income is recognised from Zivver B.V. and Zivver Holding B.V on a yearly basis, based on sales, marketing, R&D and other costs. Under Transfer Pricing rules, transactions are priced and income is allocated between entities under arm’s length conditions by comparing the transactions with third party transactions.

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Cash at bank and in hand includes cash in hand, bank balances, notes and cheques and carried at face value. It also includes deposits if these are effectively at the group's free disposal, even if interest income may be lost.

Other financial assets

Initial recognition

Loans granted to participating interests as well as other receivables granted are recognised initially at fair value plus directly attributable transaction costs.

Subsequent measurement

Other financial assets are subsequently stated at amortised cost based on the effective interest method, minus impairment where applicable. Gains and losses are recognised in the profit and loss when the receivables are transferred to a third party or an (reversal) impairment is recognised, as well as through the amortisation process.

Trade debtors

Initial recognition

Trade debtors under current assets are initially recognised at fair value plus transaction costs.

Subsequent measurement

Trade debtors are subsequently stated at amortised cost based on the effective interest method net of a provision for doubtful debts when necessary.

Initial recognition and measurement

On initial recognition, financial liabilities are carried at fair value less directly attributable transaction costs.

Subsequent measurement

After initial recognition, current liabilities are carried at amortised cost. This is usually the face value for current liabilities. Currently, the company holds financial liabilities measured at amortised cost which comprises of loans and borrowings.

Pension

A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The other pension plans are administered by an industrial pension fund. Contributions payable to the pension plan administrator are recognised as an expense in the Statement of Comprehensive Income. Contributions payable or prepaid contributions as at year-end are recognised under accruals and deferred income, and prepayments and accrued income, respectively.

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

Transactions denominated in foreign currencies are initially recorded at the functional currency exchange rates on the date of transaction. Monetary balance sheet items denominated in foreign currencies are translated at the functional currency exchange rates on the balance sheet date. Non-monetary balance sheet items that are measured at historical cost in a foreign currency are translated at the functional exchange rates ruling on the date of transaction. Non-monetary balance sheet items that are measured at current value are translated at the functional exchange rates ruling on the date of valuation.

Foreign currency exchange rate results arising on the settlement or translation of monetary items denominated in foreign currencies are recognised in the Statement of Comprehensive Income. Exchange differences arising on the translation of non-monetary assets and liabilities denominated in foreign currencies that are carried at current value are recognised directly in the revaluation reserves in equity.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset in one entity and a financial liability or equity instrument in another entity.

The preparation of the financial statements requires the management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future. The directors do not consider there to be any critical accounting judgements, estimates or assumptions.

The analysis of the company's turnover for the year from continuing operations is as follows:

All turnover of the company was derived from activities in the United Kingdom.

The average monthly number of persons (including directors) employed by the company during the year was:

The aggregate payroll costs were as follow:

There is an unprovided deferred tax asset of £2,018,179 (2024: £2,040,401) calculated at 25% (2024: 25%). The make up of the same is as follows:

The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £7,983 (2024: £23,298).

There were no outstanding or prepaid contributions at either the beginning or the end of the financial year.

Set out below are the future cash outflows to which the lessee is potentially exposed that are not reflected in the measurement of lease liabilities:

The Company’s immediate parent undertaking is Zivver Holding B.V., a company incorporated in the Netherlands. Zivver Holding B.V. prepares the consolidated financial statements of the smallest group in which the Company is included.

In March 2025, 100% of the shares in Zivver Holding B.V. were acquired by Zivver Europe B.V., also incorporated in the Netherlands.

The ultimate parent undertaking and controlling party is Accellion, Inc., a company incorporated in the United States of America. Accellion, Inc. prepares the consolidated financial statements of the largest group in which the Company is included.