KOVRR UK LTD Accounts






KOVRR UK LTD

	Company No. 12203698
		Information for Filing with The Registrar
		31 December 2025

The Directors present their report and the accounts for the year ended 31 December 2025.

Principal activities
The principal activity of the company during the year under review was business support software services.




Directors

The Directors who served at any time during the year were as follows:

Y. Golan
I. Nakar
L. Vinas Fenandez











































Statement of directors' responsibilities
The Directors are responsible for preparing the Directors' report and the accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts 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 accounts 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 accounts, the directors are required to:
*	select suitable accounting policies and then apply them consistently;
*	make judgments and estimates that are reasonable and prudent;
*	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 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.



















The above report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime as set out in Part 15 of the Companies Act 2006.

Signed on behalf of the board

Y. Golan
Director
02 September 2026

at	31 December 2025
Company No.		12203698	Notes	2025	2024
				£	£
Fixed assets

	Tangible assets		6	-	-



Current assets

	Debtors		7	1,499,244	1,498,055

	Cash at bank and in hand			190	1,650
				1,499,434	1,499,705
Creditors: Amount falling due within one year			8	(1,329,055)	(1,352,484)
Net current assets				170,379	147,221
Total assets less current liabilities				170,379	147,221




Net assets				170,379	147,221

Capital and reserves
	Called up share capital			100	100


	Capital redemption reserve		10	71,799	49,221
	Profit and loss account		10	98,480	97,900

Total equity				170,379	147,221


These accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime of the Companies Act 2006.
For the year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

As permitted by section 444 (5A)of the Companies Act 2006 the directors have not delivered to the Registrar a copy of the company's profit and loss account.

Director
02 September 2026

for the year ended 31 December 2025

General information and basis of preparation

KOVRR UK LTD is a private company limited by shares and incorporated in England and Wales.

The company's registered number is: 12203698

The address of the company's registered office is:

C/O Fkgb Accounting

201 Haverstock Hill

London

NW3 4QG

The financial statements have been prepared under the historical cost convention, unless otherwise stated, and in accordance with FRS 102 Section 1A , the Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the company operates and is rounded to the nearest pound.

Going concern

These financial statements have not been prepared on a going concern basis. Subsequent to 31 December 2025, the Company ceased its operating activities in July 2026 and the directors have commenced the process of winding up the Company, which is expected to be completed by the end of 2026.

The directors have therefore concluded that the Company no longer has the intention to continue its operations and that the going concern basis of preparation is no longer appropriate. The financial statements have accordingly been prepared on the basis that the Company will cease its operations and complete the process of winding up its affairs.

The directors have considered the Company’s assets and liabilities in the context of the winding-up process and have made appropriate adjustments and disclosures where required to reflect the circumstances.

Accounting policies

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

Revenue recognition for services

Revenue represents income earned from the provision of services to a related party under an intercompany transfer pricing agreement. Revenue is calculated on a cost-plus basis in accordance with the terms of the agreement.

Revenue is recognised by reference to the stage of completion of the services at the reporting date. The amount recognised represents the consideration to which the Company is entitled under the transfer pricing agreement for services performed during the reporting period.

General and administrative expenses are excluded from the cost base in accordance with the terms of the transfer pricing agreement.

Tangible fixed assets and depreciation

Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss.

Depreciation is provided at the following annual rates in order to write off the cost or valuation less the estimated residual value of each asset over its estimated useful life:

Plant and machinery

33% Straight line

Research and development costs

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

R&D tax credits

R&D tax credits arising from claims under the Research and Development Expenditure Credit (RDEC) scheme are recognised when the related refund is received from HMRC. The resulting income is recognised within the tax expense/(credit) in the profit and loss account in the period of receipt.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Trade and other creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Taxation

Taxation comprises current and deferred tax. Current tax is recognised at the amount expected to be paid using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in respect of timing differences that have originated but not reversed at the balance sheet date. Deferred tax assets are recognised to the extent that it is probable that they will be recovered. Deferred tax is measured using tax rates enacted or substantively enacted at the balance sheet date.

Foreign currencies

The functional and presentational currency of the company is Sterling. The accounts are rounded to the nearest pound.

Transactions in currencies, other than the functional currency of the Company, are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. all differences are taken to the profit and loss account. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated.

Share-based payments

Share-based payment arrangements under which employees of the Company are granted share options over equity instruments of the Company's parent company are accounted for as equity-settled share-based payment transactions. The parent company is responsible for settling the awards by providing its own equity instruments to employees on exercise of the options.

The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured based on using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. Where the terms and conditions of options are modified before they vest, the increase in the fair value of options, measured immediately before and after the modification, is also charged to the Profit and Loss account over the remaining vesting period.

3	Employees
			2025	2024
			Number	Number
		The average monthly number of employees (including directors) during the year was:	2	3

4	Share-based payments

	The fair value of the share options were measured using the Black Scholes model based on the following assumptions: share price (USD) $2.61, exercise price of (USD) $0.01 expected volatility of 63.02%, risk free interest rate of 3.77% and expected life of 2 years. The following table summarises stock option activity for the year ended 31 December 2025:
			Number	Weighted average exercise price	Number	Weighted average exercise price
			2025	2025	2024	2024
				£		£
		Outstanding at 1 January	36,559	0.01	38,190	0.01
		Outstanding at 31 December	32,746	0.01	36,559	0.01


		During the year, share based payment expenses of £22,578 (£17,718) were recognised in respect of share options that vested during the year.

5	Taxation
		(a) Tax on profit on ordinary activities	2025	2024
		The tax charge is made up as follows:	£	£
		UK corporation tax
		Charge for the period	6,081	(25,068)

		Total corporation tax	6,081	(25,068)





		Tax on profit on ordinary activities	6,081	(25,068)

		(b) Factors affecting the total tax charge for the period
		The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The differences are reconciled below:
		Higher	2025	2024
		4416	£	£
		Profit on ordinary activities before tax	6,661	56,674

		Standard rate of corporation tax in the United Kingdom	25%	25%

		Profit on ordinary activities multiplied by standard rate of corporation tax in the United Kingdom	1,665	14,169
		Marginal relief	-	(396)
		Expenses not deductible for tax purposes	-	292


		Adjustment for 2024 Corporation tax	6252	-
		2023 R&D tax credits claim refunded	-	(33,094)
		Other adjustments	(1,836)	-
		Tax on profit on ordinary activities	6,081	(25,068)

6	Tangible fixed assets
			Plant and machinery	Total
			£	£
		Cost or revaluation
		At 1 January 2025	4,507	4,507




		At 31 December 2025	4,507	4,507
		Depreciation
		At 1 January 2025	4,507	4,507




		At 31 December 2025	4,507	4,507
		Net book values
		At 31 December 2025	-	-
		At 31 December 2024	-	-

7	Debtors
			2025	2024
			£	£

		Amounts owed by group undertakings	1,489,382	1,485,455


		VAT recoverable	1,587	2,551

		Other debtors	-	10,000
		Prepayments and accrued income	8,275	49
			1,499,244	1,498,055

8	Creditors:
		amounts falling due within one year
			2025	2024
			£	£




		Trade creditors	8,456	7,822
		Amounts owed to group undertakings	1,289,978	1,289,978
		Taxes and social security	14,268	24,456

		Other creditors	13,422	27,305
		Accruals and deferred income	2,931	2,923
			1,329,055	1,352,484

Share Capital

The company has issued 100 fully paid ordinary shares of £1 each, amounting to a total share capital of £100 (2023: £100).

10	Reserves
			Other reserves	Total other reserves
			£	£
		At 1 January 2024	31,503	31,503


		Transfers	17,718	17,718
		At 31 December 2024 and 1 January 2025	49,221	49,221


		Movement in year	22,578	22,578
		At 31 December 2025	71,799	71,799


		Other reserves - reflects the movement of equity-settled schemes.

		Profit and loss account - includes all current and prior period retained profits and losses.

Related party disclosures

Transactions with related parties

The company has taken advantage of the exemption available according with Section 33 of FRS 102 "Related part disclosure" not to disclose transactions entered into between two or more members of a group that are wholly owned.

Parent Company

The name of the parent of the smallest group for which consolidated financial statements are drawn up of which this entity is a member:

Kovrr INC (US)

The parent's registered office address is:

108 W 13th Street

Wilmington

United States

19801

Ultimate controlling party

The company is ultimately controlled by the parent company Kovrr INC (US) by virtue of shares.