Registration number: 11342079

Zvilo Europe Limited
(formerly Zvilo Limited)

Contents

Company Information	1
Balance Sheet	2
Notes to the Financial Statements	3 to 14

Zvilo Europe Limited
(formerly Zvilo Limited)

Company Information

Directors

Ronald Leslie Boddy Shahem Nidal Samain Admir Imami

Company secretary

Avery Law Cosec Ltd

Registered office

124 City Road London United Kingdom EC1V 2NX

Auditors

Carbon Accountancy Limited Chartered Accountants and Registered Auditors80-83 Long Lane London EC1A 9ET

Zvilo Europe Limited
(formerly Zvilo Limited)

(Registration number: 11342079)
Balance Sheet as at 31 December 2025

	Note	2025 €	2024 €
Fixed assets
Intangible assets	4	251,688	259,120
Tangible assets	5	6,942	7,261
Investments	6	668,411	341,615
		927,041	607,996
Current assets
Debtors	8	48,852,221	164,673
Other financial assets	7	-	4,914,383
Cash at bank and in hand		31,116	642,066
		48,883,337	5,721,122
Creditors: Amounts falling due within one year	9	(9,477,341)	(445,210)
Net current assets		39,405,996	5,275,912
Total assets less current liabilities		40,333,037	5,883,908
Creditors: Amounts falling due after more than one year	9	(41,742,489)	(5,674,324)
Net (liabilities)/assets		(1,409,452)	209,584
Capital and reserves
Called up share capital	10	12	12
Share premium reserve		1,348,784	1,348,784
Other reserves		37,622	(6,329)
Retained earnings		(2,795,870)	(1,132,883)
Shareholders' (deficit)/funds		(1,409,452)	209,584

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 27 August 2026 and signed on its behalf by:
 

......................................... Shahem Nidal Samain Director

Zvilo Europe Limited
(formerly Zvilo Limited)

Notes to the Financial Statements for the Year Ended 31 December 2025

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The company was formerly known as Zvilo Limited.

The address of its registered office is:
124 City Road
London
EC1V 2NX
United Kingdom

These financial statements were authorised for issue by the Board on 27 August 2026.

2	Accounting policies

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.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Group accounts not prepared

The Company is a parent company that is exempt from the requirement to prepare consolidated financial statements by virtue of section 399 of the Companies Act 2006.

Going concern

The financial statements are prepared on a going concern basis.
In reaching the view on the preparation of the financial statements on a going concern basis, the directors are required to consider whether the Company can continue in operational existence for at least 12 months from the date of signing this report.
The company has renewed its debt facility agreement with committed funding of up to €50 million and includes provisions under which total funding capacity may increase to €75 million, subject to the satisfaction of certain conditions. The facilities are available for at least the next 12 months and contains various financial covenants to ensure availability of funding for business. The directors have considered the covenant requirements under the debt facility and forecasts compliance throughout the going concern assessment period.

The directors have also carefully considered the risks including the assessment of any uncertainty on the viability of the Company’s business model and the extent to which they may affect the preparation of the financial statements on a going concern basis.

Zvilo Europe Limited
(formerly Zvilo Limited)

Notes to the Financial Statements for the Year Ended 31 December 2025

Going concern continue

The Company is continually forecasting its financial performance under a range of scenarios assessing the impact on profitability, funding, liquidity, funding covenants and capital position. These scenarios and stress tests are based on both historical experience and, with reference to external guidance, recognising the different market and geographic territories in which the Group operates.

Based on this assessment the directors consider that the company maintains appropriate level of capital and liquidity, sufficient to meet its obligations as they fall due. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Audit report

The Independent Auditor's Report was unqualified. . The name of the Senior Statutory Auditor who signed the audit report on 27 August 2026 was John Leyden FCA, who signed for and on behalf of Carbon Accountancy Limited.

Changes in accounting policy

The following have been applied for the first time from 1 January 2025 and have had an effect on the financial statements:

Change in presentational Currency

During the year, the Company changed the presentation currency of its financial statements from pound sterling to euro.
The Company's functional currency is the euro, being the currency of the primary economic environment in which the Company operates. The change in presentation currency has been made to present the financial statements in the Company's functional currency.

The change in presentation currency has been applied by translating the comparative financial statements from pound sterling into euro. Assets and liabilities have been translated at the closing exchange rate at the relevant reporting date, while income and expenses have been translated at the exchange rates at the dates of the transactions, with average exchange rates used where they approximate the actual exchange rates. The resulting exchange differences have been recognised in other comprehensive income.

Revenue recognition

Turnover represents interest income and service fee income related to factoring and consultancy fee stated net of value added tax where applicable.
Interest income and expense are recognised in the profit and loss account using effective interest rate method for all financial instruments measured at amortised cost.
Service and other income in respect of factoring are recognised as the right to consideration accrues through the performance of each distinct service obligation to the client. The arrangements are generally contractual and the cost of providing the services is incurred as the service rendered. The price is usually fixed and always determinable.

Zvilo Europe Limited
(formerly Zvilo Limited)

Notes to the Financial Statements for the Year Ended 31 December 2025

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Office equipment	20% straight line

Intangible assets

Software development costs have been capitalised in accordance with FRS102 Section 18. The Company recognises an intangible asset arising from development if it can demonstrate all of the following:
a) The technical feasibility of completing the intangible asset so that it will be available for use or sale.
b) Its intention to complete the intangible asset and use or sell it.
c) Its ability to use or sell the intangible asset.
d) How the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset.
e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.
f) Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

Zvilo Europe Limited
(formerly Zvilo Limited)

Notes to the Financial Statements for the Year Ended 31 December 2025

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life.

Asset class	Amortisation method and rate
Software and development	Straight line up to 5 years

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors comprise amounts receivable arising from the Company's receivables financing and factoring activities and its subsidiary, including advances made to customers under factoring arrangements.

Purchased receivables are measured at amortised cost and are assessed at each reporting date for indicators of impairment. The company estimates impairment losses based on its assessment of the recoverability of the receivables, taking into account historical collection experience, the ageing and characteristics of the receivables, information regarding the creditworthiness of the underlying debtors and other relevant current and expected economic conditions. Where there is objective evidence of impairment, the impairment loss is measured in accordance with the requirements of Section 11 of FRS 102 and recognised in profit or loss.

Under factoring arrangements, invoices are assigned to the Company as security for amounts advanced to clients. The Company recognises receivables where it has the contractual right to receive the associated cash flows and retains the related risks and rewards.

The Company finances certain receivables originated by its subsidiary through offer and acceptance Notice per Receivables purchase agreement. Receivables pledged as security under the facility remain recognised within trade debtors as the Company retains substantially all risks and rewards associated with those receivables, including exposure to credit losses and collection performance. Funding received under the facility is recognised separately as secured borrowings.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Zvilo Europe Limited
(formerly Zvilo Limited)

Notes to the Financial Statements for the Year Ended 31 December 2025

Funding received under the facility are recognised as secured borrowings.
Borrowings are initially recognised at fair value net of transaction costs and are subsequently measured at amortised cost using the effective interest method.
Interest and other finance costs are recognised in profit or loss over the term of the borrowing using the effective interest method.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. Provisions are charged as an expense to profit and loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risk and uncertainties.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

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

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Zvilo Europe Limited
(formerly Zvilo Limited)

Notes to the Financial Statements for the Year Ended 31 December 2025

Financial instruments

Financial assets and liabilities are recognised when the Company becomes party to the contractual provisions of the financial instrument. The Company holds basic financial instruments.

(i)Financial assets: Basic financial assets (including trade and other receivable, cash and bank balances) are initially recognised at transaction price, unless the arrangement constitutes a financing transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. Any impairment loss is recognised in the profit and loss account.

(ii)Basic financial liabilities (including trade and other payables, bank loans, and intercompany loans) are initially recognised at transaction price, unless the arrangement constitutes a financing transaction. In such cases, the financial liability is measured at the present value of future cash payments discounted at a market rate of interest.
Subsequently, these liabilities are measured at amortised cost using the effective interest method.

 

Impairment of financial assets
The Company assesses whether there is objective evidence that any financial asset may be impaired. A provision for impairment is established when the objective evidence that the Company will not be able to collect all amounts due according to the original terms. The amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised immediately in profit or loss. The Company assesses the fair value at each reporting date, considering any changes in credit risk, expected cash flows, and the performance of the pool assets.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 2 (2024 - 2).

Zvilo Europe Limited
(formerly Zvilo Limited)

Notes to the Financial Statements for the Year Ended 31 December 2025

4	Intangible assets

	Internally generated software development costs  €	Total €
Cost or valuation
At 1 January 2025	259,120	259,120
Additions internally developed	60,008	60,008
Foreign exchange movements	(12,776)	(12,776)
At 31 December 2025	306,352	306,352
Amortisation
Amortisation charge	55,924	55,924
Foreign exchange movements	(1,260)	(1,260)
At 31 December 2025	54,664	54,664
Carrying amount
At 31 December 2025	251,688	251,688
At 31 December 2024	259,120	259,120

5	Tangible assets

	Office equipment €	Total €
Cost or valuation
At 1 January 2025	12,744	12,744
Additions	2,684	2,684
Foreign exchange movements	(629)	(629)
At 31 December 2025	14,799	14,799
Depreciation
At 1 January 2025	5,483	5,483
Charge for the year	2,706	2,706
Foreign exchange movements	(332)	(332)
At 31 December 2025	7,857	7,857
Carrying amount
At 31 December 2025	6,942	6,942
At 31 December 2024	7,261	7,261

Zvilo Europe Limited
(formerly Zvilo Limited)

Notes to the Financial Statements for the Year Ended 31 December 2025

6	Investments