REG - Sivota PLC - Final Results
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RNS Number : 7925G Sivota PLC 30 April 2025
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
Directors Registered Office
Tim Weller - Non-Executive Chairman The Scalpel
Ziv Ben-Barouch - CEO 52 Lime Street,
Neil Jones - Non-Executive Director, Secretary London, England
EC3M 7AF
Auditors Register
HaysMac LLP Computershare Investor Services PLC
10 Queen Street Place The Pavilions
London, England Bridgwater Rd
EC4R 1AG Bristol, England
BS13 8AE
Financial Adviser & Broker
Canaccord Genuity Limited
88 Wood Street
London, England
EC2V 7QR
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 (#_ftn1) )).
Israel's high-technology funding in 2024 amounted to $9.6 billion invested
across 453 deals(( ii (#_ftn2) )).
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
(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:
Male Female Total
Directors of the Company 3 - 3
Other key management personnel, other than directors of the Company - 1 1
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.
Stakeholder Their interest Engagement methods
Investors · Business sustainability · Annual and Interim reports
· High standard of governance · Regular operations and trading updates
· Comprehensive review of financial performance of the business · RNS Announcements
· Ethical behaviour · Investor relations section on website
· Awareness of long-term strategy and direction · AGM
· Continual approval of market perception of the business · Shareholder circulars
· Delivering long term value · Shareholder liaison through Board which encourages open dialogue
with the Company's investors
· Board encourages open dialogue with the Company's investors
· Social media
Suppliers · Successful partnership · Development an effective relationship with our suppliers
· Ethical behaviour
· Compliance with regulations
Regulatory bodies · Compliance with regulations · Annual report
· Worker pay and conditions · Website
· Health & Safety · Direct contact with regulators
· Insurance · Compliance update at Board meetings
· Regular communications with relevant governments
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:
Number of Ordinary Shares Percentage of Ordinary shares
Tim Weller - Non-Executive Chairman 400,000 3.18%
Ziv Ben-Barouch - CEO 531,396 4.22%
Neil Jones - Non-Executive Director 17,100 0.14%
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:
Shareholder Number of Ordinary Shares Percentage of ordinary shares
Prytek Investment Holdings Pte Ltd 1,787,950 14.21%
Ophir Yahalom 1,670,020 13.27%
Ronen Kirsh 1,418,728 11.27%
Schroders Investment Management Ltd 1,247,750 9.91%
Trico Fuchs Ltd 1,213,392 9.64%
Ehud Levy 1,023,167 8.13%
Hagai Tal 606,207 4.82%
Ziv Ben-Barouch 531,396 4.22%
Herald Investment Management 500,000 3.97%
Tim Weller 400,000 3.18%
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:
For the year ended For the year ended
31 December 2024 31 December 2023
Base fee Base Salary Other (*) Base fee Base Salary
Total Other (*) Total
in U.S dollars in thousands in U.S dollars in thousands
Tim Weller 88 - - 88 90 - - 90
Neil Jones 28 - - 28 27 - - 27
Ziv Ben-Barouch (**) - 88 - 88 - 90 - 90
Total 116 88 - 204 117 90 - 207
(*) 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:
Number of ordinary shares Percentage of ordinary shares
Neil Jones 17,100 0.14%
Tim Weller 400,000 3.18%
Ziv Ben-Barouch 531,396 4.22%
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:
Maximum potential salary/opportunity Performance metrics
Fixed element and purpose Operation
Base salary and related statutory cost
To provide a basic salary commensurate with role and experience which is Salary is reviewed and approved annually by the Company's Remuneration not applicable - basic salary only not applicable
comparable with that for similar companies of a similar size. The quantum of Committee
salary is also traded off against the Company's financial resources and its
ability to pay salary for a sustainable period.
Pensions
The aim at present is to comply with current legislation. Paid in accordance with local legislation. according to the current legislation not applicable
Incentives/bonuses
not applicable not applicable not applicable not applicable
Share option schemes
not applicable not applicable not applicable not applicable
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
New risk Identified in the prior year
Key audit matter How we addressed the key audit matter in the audit
Presumed risk of management override We have analysed the journals made in the year and determined the risk
criteria for identifying higher risk journals. Subsequently significant,
unusual or unexpected journal postings have been investigated and verified.
We are required to consider and respond to the risks arising from management
override of controls.
We have undertaken the following procedures (but not limited to) to address
the risk arising from management override of controls:
The risk of misappropriation of assets and the risks of misrepresentation of · Reviewed, assessed and documented the systems implemented for the
financial information. posting of journals;
· Reviewed and tested a sample of journal entries made as part of
the year-end financial reporting process and those made in the period. Where
Management is in a unique position to manipulate accounting records and considered necessary we made further inquiries regarding any seemingly
prepare fraudulent financial statements by overriding controls that otherwise inappropriate or unusual journal or other adjustments;
appear to be operating effectively. Although the level of risk of management
override of controls will vary from entity to entity, the risk is nevertheless · Identified high-risk journals and unusual journals, if any, as
present in all entities. Due to the unpredictable way in which such override part of our review of the process and made further enquiries and tested those
could occur, it is a risk of material misstatement due to fraud and thus a journals, where relevant;
significant risk on all audits. Our audit methodology incorporates the risk of
management override as a default significant risk. · Assessed the appropriateness of accounting for any specific
significant transactions that are outside the Company's normal course of
business or are otherwise unusual. We have reviewed the key controls and
perform walkthrough tests as part of our Business Processes work and
determined any weaknesses which could lead to management override; and
· We have considered and reviewed journals posted around areas
requiring judgement or estimates and tested the appropriateness of journals
posted and the judgements and estimates made by management.
Key observations: Based on the procedures performed and for the samples selected, we have not
identified any unusual or unauthorised journals without a valid business
purpose nor have we identified any indications of management override.
Valuation and disclosure of investment in subsidiaries (Note 4 to the We have performed the following procedures to satisfy ourselves as to the
financial statements) valuation and disclosure of investment in subsidiaries:
The Company has investments in 2 direct and 2 indirect subsidiaries. The two · We have obtained and reviewed the extended trial balance (ETB)
direct subsidiaries are Apester Ltd and Sivota IL Ltd and the two indirect adjustments provided by management as part of the audit;
subsidiaries are Apester UK Ltd. and Apester Inc.
· We have reviewed management's assertion, that, following
Apester's bankruptcy, no recoveries are expected to be made from the
investment and accordingly management have judged it appropriate to write
As at 31 December 2023, investment in Apester Ltd. amounted to $1,035,000. off all Apester related balances Investment in subsidiaries (Apester),
The investment in Sivota IL is immaterial to the financial statements. convertible loan note assets and an intercompany balance due from Apester;
· We have assessed the treatment and recognition of transactions
with Apester prior to its bankruptcy and disclosure thereof, and
Given that Apester Ltd. has declared bankruptcy and is going through the
dissolution proceedings, we would expect the investment value to be fully · We have also ensured that appropriate disclosures are made in the
written off and there is a risk that the investment amount has been overstated financial statements in this regard - refer Note 4 to the financial statements
and will require impairment. for details.
Also, the disclosure relating to impairment of investments in subsidiaries may
be inappropriate.
Key observations: Based on the procedures performed, we concur with management's assessment that
the balances relating to Apester be fully written off.
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
(http://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
As at 31 December
ASSETS Note 2024 2023
Non-current assets
Investment in subsidiary 4 - 1,035
Loan to subsidiary 4(d) - 841
Total non-current assets - 1,876
Current assets
Other receivables 11 12 111
Loan to subsidiary - current portion 4(d) - 750
Cash and cash equivalents 150 474
Total current assets 162 1,335
Total assets 162 3,211
EQUITY AND LIABILITIES
Equity
Ordinary share capital 12 157 157
Deferred shares 12 65 65
Share premium 15,139 15,139
Accumulated losses (15,746) (12,504)
Total equity attributable to the owners (385) 2,857
Non-controlling interests - -
Total equity (385) 2,857
Current liabilities
Trade payables 33 35
Other payables 13 514 319
Total current liabilities 547 354
Non-current liabilities
Long term loan - -
Total non-current liabilities - -
Total equity and liabilities 162 3,211
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 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
For the year ended 31 December
2024 2023
Cash flows from operating activities
Net loss (3,242) (11,259)
Impairment loss 2,931 10,869
Financial income, net (98) (171)
Working capital adjustments:
Decrease (increase) in other receivables 21 (59)
Increase in trade and other payables 62 18
Net cash used by operating activities (326) (602)
Net decrease in cash and cash equivalents (326) (602)
Effect of foreign exchange rate changes 2 -
Cash and cash equivalents at beginning of year 474 1,076
Cash and cash equivalents at end of year 150 474
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:
The Company - Sivota PLC
Subsidiaries - Entities that are controlled (as defined in IFRS 10) by the Company.
Related parties - as defined in IAS 24
Dollar/USD - U.S. dollar/"$"
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:
As at 31 December
2024 2023
Balance as at the beginning of the year 1,035 11,904
Impairment (1,035) (10,869)
Balance as at the end of the year - 1,035
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:
As at 31 December
2024 2023
Current portion 848 750
Non-current 841 841
Impairment (1,689) -
Balance as at the end of the year - 1,591
e. Composition of Impairment:
For the year ended 31 December
2024 2023
Investment in subsidiary 1,035 10,869
Loan to subsidiary 1,689 -
Balance due from subsidiary 207 -
Balance as at the end of the year 2,931 10,869
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:
For the year ended
31 December
2024 2023
Base fees 160 207
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:
For the year ended
31 December
2024 2023
By the Company 1 1
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:
For the year ended
31 December
2024 2023
Loss before tax (3,242) (11,259)
U.K. corporation tax credit at rate of 25% (811) (2,646)
(2023: 23.5%)
Effect of non-deductible expenses 733 2,554
Effect of tax benefit of losses 78 92
Current tax - -
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:
For the year ended
31 December
2024 2023
Loss for the period attributable to the equity holders of the Company - U.S.
dollars
(3,242,000) (11,259,000)
Weighted average number of ordinary shares for the purpose of basic and
diluted earnings per share
12,585,000 12,585,000
Basic and diluted loss per share - U.S. dollars (0.26) (0.89)
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
As at 31 December
2024 2023
Prepaid expenses 10 24
Due from subsidiary undertakings - 78
Other receivables 2 9
Total 12 111
Note 12 - Share capital
a. Composition of share capital:
Issued and outstanding number of shares
Class of shares
Ordinary shares of £0.01 par value 12,585,000
Deferred shares of £0.01 par value 4,950,000
- 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
As at 31 December
2024 2023
Due to subsidiary undertakings 139 -
Accrued expenses and other liabilities 375 319
Total 514 319
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:
Financial assets:
As at 31
December
2024 2023
Financial assets measured at amortized cost:
Loan to subsidiary - 1,591
Cash and cash equivalents 150 474
Total financial assets measured at amortized cost
150 2,065
Total current 150 1,224
Total non-current - 841
Financial liabilities:
As at 31
December
2024 202
3
Financial liabilities measured at amortized cost:
Trade payables 33 35
Other payables 514 319
Total financial liabilities measured at amortized cost
547 354
Total financial liabilities 547 354
Total current 547 354
Total non-current - -
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:
From one to three years
Less than one year
Trade payables 33 -
Other payables 514 -
Total financial liabilities 547 -
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
As at
31 December 2024
Sensitivity test to changes in GBP to Dollar exchange rate:
Gain (loss) from the change:
Increase of 10% in exchange rate (40)
Decrease of 10% in exchange rate 40
Sensitivity test to changes in NIS to Dollar exchange rate:
Gain (loss) from the change:
Increase of 10% in exchange rate -
Decrease of 10% in exchange rate -
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:
For the year ended
31 December
2024 2023
Audit fees 40 162
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.
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