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Sekur Private Data Ltd. Annual Report 2025

Apr 21, 2026

47589_rns_2026-04-20_954032eb-fcbe-48cf-aaab-ac2776080db7.pdf

Annual Report

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SEKUR PRIVATE DATA LTD.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in Canadian Dollars)

Independent Auditor's Report

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To the Shareholders of Sekur Private Data Ltd.:

Opinion

We have audited the consolidated financial statements of Sekur Private Data Ltd. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and December 31, 2024, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, 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.

Material Uncertainty Related to Going Concern

We draw attention to Note 1(b) in the consolidated financial statements, which indicates that the Company incurred a net loss during the year ended December 31, 2025 and, as of that date, the Company had an accumulated deficit. As stated in Note 1(b), these events or conditions, along with other matters as set forth in Note 1(b), 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

MNP LLP

Suite 2400 - 609 Granville Street, PO Box 10203 LCD Pacific Centre

1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

[Our opinion on the consolidated financial statements does not cover the other information and we do not express ] any form of assurance conclusion thereon.

[In ][connection ][with ][our ][audits ][of ][the ][consolidated ][financial ][statements, ][our ][responsibility ][is ][to ][read ][the ][other ] information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, 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.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 Canadian generally accepted auditing standards 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 consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • [] Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

Suite 2400 - 609 Granville Street, PO Box 10203 LCD Pacific Centre 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Abhishek Kapoor.

Vancouver, British Columbia

April 20, 2026

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Chartered Professional Accountants

Suite 2400 - 609 Granville Street, PO Box 10203 LCD Pacific Centre 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca

SEKUR PRIVATE DATA LTD. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian Dollars) As at December 31, 2025 and 2024

December 31, 2025
December 31,2024
ASSETS
Current
Cash and cash equivalents
Receivables
Prepaid expenses (Note 8)
Non-current
Equipment (Note 3)
Total Assets
$
917,558
$ 716,746
18,223
24,381
96,197
94,847
1,031,978
835,974
93,738
316,954
$
1,125,716
$ 1,152,928
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities
Royalty fees payable (Note 6)
Deferred revenue
Loan payable (Note 4)
Convertible debenture, short-term (Note 5)
Non-current liabilities
Convertible debenture, long-term (Note 5)
Total Liabilities
Shareholders’ equity
Share capital (Note 7)
Reserves (Notes 5 and 7)
Shares subscribed (Note 7)
Accumulated other comprehensive income
Deficit
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity
$
231,063
$ 390,943
27,220
23,284
80,871
89,439
51,295
-
1,994
-
392,443
503,666
72,973
-
465,416
503,666
26,325,067
23,557,133
6,904,442
6,327,479
267,857
118,911
18,393
9,590
(32,855,459)
(29,363,851)
660,300
649,262
$
1,125,716
$ 1,152,928

Nature of operations and going concern (Note 1) Subsequent events (Note 14)

Approved on behalf of the Board of Directors:

“Alain Ghiai”
Director
“Henry Sjöman”
Director

The accompanying notes are an integral part of these consolidated financial statements.

SEKUR PRIVATE DATA LTD. CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

Year ended
December 31,
2025
Year ended
December 31,
2024
REVENUE(Note 12)
EXPENSES
Professional services (Notes 7 and 8)
Consulting fees
Credit card processing fees
IT maintenance (Note 8)
Director’s fees (Notes 7 and 8)
Legal
Marketing (Note 11)
Office and administration
Research, development and software maintenance
Depreciation (Note 3)
Rent
Royalty fees (Notes 6 and 8)
Transfer agent and filing fees
Travel
OTHER ITEMS
Interest income
Accretion and interest expense (Notes 4 and 5)
Gain on settlement of accounts payable
(Gain)/loss on foreign exchange
Net loss and comprehensive loss for the year
$
408,707
$ 477,702
210,792
238,886
373,538
56,931
21,391
27,020
620,000
375,000
398,867
60,000
6,947
17,619
1,251,602
710,004
31,478
50,482
499,319
548,951
223,217
229,408
14,071
29,913
39,716
46,031
46,177
50,765
56,864
41,621
(3,793,979)
(2,482,631)
9,952
15,537
(21,228)
-
10,500
-
(105,560)
22,261
(106,336)
37,798
(3,491,608)
(1,967,131)
Other comprehensive income (loss)
Translation adjustment
8,803
(10,417)
Comprehensive loss for the year $ (3,482,805)
$ (1,977,548)
Basic and diluted net loss per share $ (0.02)
$ (0.01)
Weighted average number of common shares outstanding 190,345,037
129,543,190

The accompanying notes are an integral part of these consolidated financial statements.

SEKUR PRIVATE DATA LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2025 and 2024

(Expressed in Canadian Dollars)

Balance, December 31, 2023
119,632,941
22,457,126
Private placements (Note 7)
41,242,733
1,151,842
Share issuance costs (Note 7)
-
(51,835)
Shares subscribed (Note 7)
- -
Net loss for the year
-
-
Balance, December 31, 2023
119,632,941
22,457,126
Private placements (Note 7)
41,242,733
1,151,842
Share issuance costs (Note 7)
-
(51,835)
Shares subscribed (Note 7)
- -
Net loss for the year
-
-
-
6,069,868
-
-
-
257,611
118,911
-
-
-
20,007
(27,396,720)
1,150,281
-
-
1,151,842
-
-
205,776
-
-
118,911
(10,417)
(1,967,131)
(1,977,548)
Balance, December 31, 2024
160,875,674
23,557,133
Private placements (Note 7)
44,042,940
2,045,568
Share issuance costs (Note 7)
-
(36,194)
Shares issued for settlement of
accounts payable (Note 7)
700,000
24,500
Shares for services (Note 7)
9,783,332
622,060
Exercise of warrants (Note 7)
1,750,000
112,000
Shares subscribed (Note 7)
-
-
Share-based payments (Notes 7 and
8)
-
-
Equity portion of convertible
debenture (Note 5)
-
-
Net loss for the year
-
-
118,911
6,327,479
(118,911)
-
-
15,153
-
-
-
-
-
(15,750)
267,857
-
-
573,439
-
4,121
-
-
9,590
(29,363,851)
649,262
-
-
1,926,657
-
-
(21,041)
-
-
24,500
-
-
622,060
-
-
96,250
-
-
267,857
-
-
573,439
-
-
4,121
8,803
(3,491,608)
(3,482,805)
Balance, December 31, 2025
217,151,946
2
6,325,067 267,857
6,904,442
18,393
(32,855,459)
660,300

The accompanying notes are an integral part of these consolidated financial statements.

SEKUR PRIVATE DATA LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

2025
2024
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the year
Items not affecting cash:
Depreciation
Gain on settlement of accounts payable
Interest expense
Share-based payments for accounting, consulting and director’s fees
Shares issued for business development, marketing and IT services
Changes in non-cash working capital items:
Receivables
Prepaid expenses
Accounts payable and accrued liabilities
Royalty fees payable
Deferred revenue
Cash used in operating activities
CASH FLOWS FROM FINANCING ACTIVITIES
Shares issued for cash, net of share issuance costs
Shares subscribed
Exercise of warrants
Proceeds from convertible debenture
Proceeds from loan payable
Loan repayments
Cash provided by financing activities
Effect of exchange rate on cash
Change in cash and cash equivalents
Cash and cash equivalents, beginning
Cash and cash equivalents, ending
$
(3,491,608)
$ (1,967,131)
223,216
229,408
(10,500)
-
21,228
-
573,439
-
622,062
-
6,158
18,365
(1,350)
(55,446)
(19,880)
118,863
3,936
(14,820)
(8,568)
(3,344)
(2,081,867)
(1,674,105)
1,800,614
1,357,618
267,857
118,911
96,250
-
70,000
-
127,233
-
(84,813)
-
2,277,141
1,476,529
5,538
(10,417)
200,812
(207,993)
716,746
924,739
$
917,558
$ 716,746
Cash and cash equivalents:
Cash
Money market mutual funds
$
315,932
$ 345,062
601,626
371,684
$
917,558
$ 716,746
Supplemental cash flow information:
Cash received for interest
Fair value of warrants in financings
$
-
$ 15,537
$
15,153
$ 257,611

The accompanying notes are an integral part of these consolidated financial statements.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

a) Nature of operations

Sekur Private Data Ltd. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on March 1, 2017 and completed its initial public offering (“IPO”) during the year ended December 31, 2019. The Company’s common shares and tradeable warrants were listed on the Canadian Securities Exchange effective July 22, 2019 under the symbols “SWIS” and “SWIS.WT”, respectively. On November 5, 2019, the Company’s common shares began trading on the OTCQB Venture Market with the trading symbol SWISF. On April 14, 2022, the Company changed its name to Sekur Private Data Ltd. and the Company’s common shares and tradable warrants were listed on the Canadian Securities Exchange under the new symbols “SKUR” and “SKUR.WT”, respectively.

The Company is a Cybersecurity and Internet Privacy provider of Swiss-hosted solutions for secure communications and secure data management. The Company’s head office and principal address is located at 885 West Georgia Street, Suite 1480, Vancouver, BC, Canada, V6C 3E8 and the registered and records office is located at 595 Howe Street, Suite 704, Vancouver, BC, Canada, V6C 2T5.

These consolidated financial statements were authorized for issue by the Board of Directors on April 20, 2026.

b) Going concern

As at December 31, 2025, the Company had a deficit of $32,855,459 (2024 - $29,363,851) since inception and incurred negative operating cash flows of $2,081,867 (2024 - $1,674,105). As at December 31, 2025, the Company had a working capital balance of $639,535 (2024 - $332,308). The Company’s continued operation as a going concern is dependent upon its ability to generate positive cash flows and/or obtain additional financing sufficient to fund continuing activities and acquisitions. While the Company continues to review operations in order to identify strategies and tactics to increase revenue streams and financing opportunities, there is no assurance that the Company will be successful in such efforts. If the Company is not successful, it may be required to significantly reduce or limit operations, or no longer operate as a going concern. It is also possible that operating expenses could increase in order to grow the business. If the Company does not start generating and significantly increase revenues to meet these increased operating expenses and/or obtain financing until its revenues meet these operating expenses, the Company’s business, financial condition and operating results could be materially adversely affected. The Company cannot be sure when or if it will ever achieve profitability and, if the Company does, it may not be able to sustain or increase that profitability. These conditions indicate the existence of material uncertainties that may cause significant doubt about the Company’s ability to continue as a going concern.

These consolidated financial statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due and do not reflect any adjustments that would be necessary if the going concern basis was not appropriate. If the going concern basis was not appropriate, significant adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the classifications used in the consolidated statements of financial position.

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES

Statement of compliance to International Financial Reporting Standards

These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee, effective for the Company’s reporting for the year ended December 31, 2025.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont’d…)

Basis of presentation

These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, modified where applicable. The consolidated financial statements are presented in Canadian dollars unless otherwise noted.

Significant estimates, judgments and assumptions

The preparation of these consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Certain of the Company’s accounting policies and disclosures require key assumptions concerning the future and other estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities or disclosures within the next fiscal year. Where applicable, further information about the assumptions made is disclosed in the notes specific to that asset or liability. The critical accounting estimates and judgments set out below have been applied consistently to all periods presented in these consolidated financial statements.

  • a) Ability to continue as a going concern – The assessment of the Company’s ability to continue as a going concern, achieve positive cash flow from operations and/or obtain necessary equity or other financing to pay for its operating expenditures and meet its liabilities for the next 12 months from issue of the consolidated financial statements, involves significant judgment based on historical experiences and other factors including expectation of future events that are believed to be reasonable under the circumstances.

  • b) Equipment – equipment is depreciated over the estimated useful life of the asset to the asset’s estimated residual value as determined by management. Assessing the reasonableness of the estimated useful life, residual value and the appropriate depreciation methodology requires judgment and is based on management’s experience and knowledge of the industry. The Company considers both internal and external sources of information in assessing its equipment for indicators of impairment at least once a year or when events or circumstances indicate the possible impairment.

  • c) Share-based payments - determining the fair value of stock options requires judgment related to the choice of a pricing model, the estimation of stock price volatility, the expected forfeiture rate and the expected term of the underlying instruments. Any changes in the estimates or inputs utilized to determine fair value could result in a significant impact on the Company’s future operating results or on other components of shareholders’ equity.

  • d) Income taxes - the estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and deferred income tax provisions or recoveries could be affected.

  • e) Convertible debenture - the Company estimates the fair value of the liability component of convertible debentures at the date of issuance using a discount rate that reflects the effective rate of interest that would be applicable to a similar liability without a conversion feature. This requires the use of significant judgment and estimates, including the determination of an appropriate discount rate. The difference between the proceeds received and the fair value of the liability component is recognized as the equity component of the convertible debenture. Changes in the assumptions used, including the discount rate, could have a material impact on the initial carrying value of the liability and equity components.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

2. SUMMMARY OF MATERIAL ACCOUNTING POLICIES (cont’d…)

Basis of consolidation

These consolidated financial statements incorporate the financial statements of the Company and its controlled subsidiary. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when an investor has existing rights that give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a Company’s share capital. All intercompany transactions and balances have been eliminated.

These consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary listed in the following table:

Country of Ownership
Name of Subsidiary Incorporation Interest Principal Activity
Secure Data
Management and
Sekur Private Data Inc. USA 100% Communications

On March 7, 2024, the Company’s subsidiary changed its name from GlobeX Data Inc. to Sekur Private Data Inc.

Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents comprise short-term, highly liquid investments that are readily convertible to known amounts of cash which are subject to insignificant risk of change and have maturities of three months or less from the date of acquisition, held for the purpose of meeting short-term cash commitments rather than for investing or other purposes.

Functional and presentation currency

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is the Canadian dollar. The functional currency of the Company’s subsidiary is the US Dollar.

The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates .

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the consolidated statements of financial position. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated. Revenues and expenses are translated at the average rates in effect during applicable accounting periods.

Translation of the subsidiary’s assets and liabilities is performed using the rate prevailing at the statement of financial position date. Income and expenses are translated at average exchange rates. Exchange differences arising on translation of monetary items or on settlement of monetary items are recorded in the consolidated statements of loss and comprehensive loss as a translation adjustment in comprehensive loss.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont’d…)

Revenues from contracts with customers

Sekur Private Data Ltd. serves consumers, businesses and governments worldwide and distributes a suite of encrypted e-mails, secure messaging and secure communication, and a suite of cloud-based storage, disaster recovery and document management tools (the “Solutions”) developed by GDSA. The Company sells its Solutions through its websites sekur.com and sekursuite.com, and through its approved distributors and telecommunications companies. The Company offers its services on a subscription-based model which are charged either monthly or yearly.

The Company earns revenue from providing Swiss-hosted Cybersecurity and Internet Privacy solutions for secure communications and secure data management worldwide.

The Company recognizes revenue in a manner that depicts the transfer of promised goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for transferring those goods and services, applying the following five steps:

  1. Identify the contract with a customer;

  2. Identify the performance obligations in the contract;

  3. Determine the transaction price;

  4. Allocate the transaction price to the performance obligations; and

  5. Recognize revenue when, or as, the Company satisfies a performance obligation.

Subscription revenue

The Company’s Swiss-hosted Cybersecurity and Internet Privacy solutions are subscription SaaS offerings. Performance obligations in the Company’s contracts generally consist of access to licensing software as a service provided to customers and customers do not have the right to take possession of the cloud-based software platform. Fees are based on several factors, including the solutions subscribed for by the customer and the number of endpoints purchased by the customer. The monthly subscription fees are typically payable within 30 days after the execution of the arrangement, and thereafter upon renewal or subsequent installment. The Company initially records the subscription fees as deferred revenue and recognizes revenue on a straight-line basis over the term of the agreement. The typical subscription term is monthly or annual. The Company’s contracts with customers typically include a fixed amount of consideration and are generally non-cancellable and without any refund-type provisions. Revenue represents cash received from customers, net of rebates and discounts.

Deferred revenue

The deferred revenue balance consists of subscription services, which have been invoiced upfront, and are recognized as revenue only when the revenue recognition criteria are met. The Company’s subscription contracts are typically invoiced to its customers at the beginning of the term. The Company recognizes subscription revenue rateably over the contract term beginning on the commencement date of each contract, the date that services are made available to customers.

Equipment

Equipment is recorded at cost less accumulated depreciation and impairment losses. Cost includes the purchase price and the directly attributable costs to bring the assets to the location and condition necessary for them to be capable of operating in the manner intended by management.

Depreciation of equipment is calculated on a straight-line basis over the assets’ estimated useful lives. Where components of an asset have different useful lives, depreciation is calculated on each component separately. Depreciation commences when an asset is ready for its intended use. Estimate of remaining useful lives and residual values are reviewed annually. Changes in estimates are accounted for prospectively.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont’d…)

Equipment (cont’d…)

The expected useful lives of assets depreciated on a straight-line basis are as follows:

Solid-state Drives 4 years
Servers 4 years
Equipment 4 years

Intangible assets

Intangible assets consist of the Company’s Reseller Agreement (see Note 6).

Intangible assets acquired separately are initially recorded at cost. Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses, if any. The accounting for an intangible asset is based on its useful life. Intangible assets with a finite useful life are amortized over their estimated useful life. Intangible assets with an indefinite useful life are not amortized. The amortization method, estimated useful life, carrying value and residual value are reviewed at the end of each reporting period or more frequently, if required, and are adjusted as appropriate. The effect of any changes in estimates are accounted for on a prospective basis.

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

The Reseller Agreement was assessed as having an indefinite useful life by management because of its perpetual term. It was measured initially at fair value and is tested for impairment annually, or if there is an indication that the value has declined. The Company also, on at least an annual basis, formally estimates the current recoverable amount to ensure that it remains in excess of its carrying value.

Recoverable amount in this context refers to the higher of an asset’s fair value net of costs of disposals and its value in use.

To determine the current recoverable amount, an estimate of the asset’s “value in use” is necessary. However, such estimates are inherently uncertain and require significant judgments regarding all variables used. This process involves projecting future events and activities, which obviously cannot be established with the level of certainty associated with historical results. Extended periods of time, and related sources of capital, are usually necessary to advance and develop the data required to make for more accurate projections of economic viability. Until that point, the measurement of recoverable amounts remains highly uncertain.

Costs incurred by the Company to create, enhance or develop intangible assets are eligible for capitalization only if specific outcomes have been achieved, generally the achievement of technical feasibility and commercial viability. Prior to that point, such costs are expensed as incurred.

Convertible Debenture

The Company classifies convertible debentures into liability and equity components based on the residual method. The liability component is calculated at the present value of principal and interest, discounted at the estimated interest rate applicable to the non-convertible debenture at the time the debenture was issued. This discount on the convertible debenture is accreted over its term to the full principal value using the effective interest rate method. The equity element of the convertible debenture comprises the value of the conversion option, being the difference between the face value of the convertible debenture and the liability component. Upon recognition, the equity component is recorded to reserves.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont’d…)

Research and development

Research and development expenditures are included in software maintenance expense and relate to research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in profit or loss as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. No development expenditures have been deferred to date.

Research and development costs includes fees paid to contract research organizations and other vendors who conduct certain research and development activities on behalf of the Company. The amount of expenses recognized in a period related to research arrangements with third parties is based on estimates of work performed using an accrual basis of accounting. These estimates are based on services provided, contractual terms and experience with similar contracts. The Company monitors these factors and adjusted the estimates accordingly.

Software maintenance

Under the terms of the agreements with GlobeX Data S.A. (see Note 6), the Company is responsible for all costs associated with maintaining the software platform hosting the products, any costs associated with making changes to the products and any work performed in relation to integrations with other resellers and telecommunications operators. These costs are expensed to the consolidated statements of loss and comprehensive loss. The Company is also responsible for any additional infrastructure, such as servers, as it grows its customer base and needs more storage and processing power. These costs are capitalized to equipment on the consolidated statements of financial position. The Company’s equipment (Note 3) is located in the data center leased by GlobeX Data S.A.

Share-based payments

The Company grants stock options to acquire common shares of the Company to directors, officers, and consultants.

The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. The fair value of these options are recorded to Reserves. Consideration paid for the shares on the exercise of stock options is credited to share capital.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the Company as consideration cannot be specifically identified, they are measured at the fair value of the sharebased payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

Loss per share

The Company presents basic income (loss) per share for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share does not adjust the income (loss) attributable to common shareholders or the weighted average number of common shares outstanding when the effect is antidilutive.

Share capital

Common shares are classified as equity. Proceeds from unit placements are allocated between shares and warrants issued using the residual method. Costs directly identifiable with share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as deferred financing costs.

Share issuance costs related to uncompleted share subscriptions are charged to operations in the period they are incurred.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont’d…)

Reserves

The reserves is used to recognize the fair value of stock option and warrant grants prior to exercise, expiry or cancellation, the fair value of other share-based consideration paid at the date of payment, and the equity component of convertible debentures .

Financial instruments

The Company classifies and measures its financial instruments in accordance with IFRS 9 Financial Instruments as set out below:

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Receivables (excluding GST) Amortized cost
Accounts payable and accrued liabilities Amortized cost
Royalty fees payable Amortized cost
Loans payable Amortized cost
Convertible debenture Amortized cost

Financial assets

The Company classifies its financial assets into the following categories, depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.

Amortized cost - Amortized cost assets are those assets which are held within a business model whose objective is to hold financial assets to collect contractual cash flows and the terms of the financial assets must provide on specified dates cash flows solely through the collection of principal and interest.

Fair value through other comprehensive income (“FVOCI”) - FVOCI assets are those assets which are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial assets give rise on specified dates to cash flows solely through the collection of principal and interest.

Fair value through profit or loss (“FVTPL”) - A financial asset shall be measured at fair value through profit or loss unless it is measured at amortized cost or FVOCI. The Company may however make the irrevocable option to classify particular investments as FVTPL.

Impairment of financial assets at amortized cost : The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.

Financial liabilities

All financial instruments are initially recognized at fair value on the consolidated statements of financial position. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in the consolidated statements of loss and comprehensive loss for the year.

Management determines the classification of its financial liabilities at initial recognition.

Amortized cost - The Company classifies all financial liabilities as subsequently measured at amortized cost using the effective interest method, except for financial liabilities carried at FVTPL and certain other exceptions.

Financial liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont’d…)

Compound financial instruments

The Company recognizes and classifies separately the component parts of a financial instrument as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement. Where both liability and equity components exist, the initial carrying amount of the financial instrument shall be allocated to its liability and equity components. The equity component shall be assigned the residual value after deducting from the fair value of the instrument as a whole, the fair value of the liability components.

The equity instrument is not remeasured subsequent to initial recognition. The transaction costs are distributed between components on a pro-rata basis according to their carrying amounts.

Income taxes

Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized by providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

New or revised accounting standards adopted

IAS 1 Presentation of Financial Statements was amended to clarify the classification of non-current liabilities with covenants, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as noncurrent if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period.

New accounting standards issued but not yet effective

  • IFRS 18 Presentation and Disclosure in Financial Statements (Replacement to IAS 1)

Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is in the process of assessing the impact of this standard.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont’d…)

New accounting standards issued but not yet effective (cont’d…)

  • Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

In May 2024, the IASB issued amendments to the classification and measurement requirements in IFRS 9. The amendments will address diversity in accounting practice by making the requirements more understandable and consistent. These include:

  • Clarifying the classification and assessment of contractual cash flows of financial assets with environmental, social and corporate governance (“ESG”).

  • Settlement of liabilities through electronic payment systems - the amendments clarify the date on which a financial asset or financial liability is derecognized. The IASB also decided to develop an accounting policy option to allow a company to derecognize a financial liability before it delivers cash on the settlement date if specified criteria are met.

The amendments are effective for annual periods beginning on or after January 1, 2026 with early adoption permitted. The Company is in the process of assessing the impact of these amendments on its financial statements and does not expect their adoption to have a material impact.

3. EQUIPMENT

Solid-state
Drives Servers Equipment Total
Cost:
As at December 31,2023,2024,and 2025 $ 99,172 $ 796,465 $ 21,996 $ 917,633
Accumulated depreciation:
As at December 31, 2023 $ 55,778 $ 311,369 $ 4,124 $ 371,271
Depreciation for the year, included in research,
development and software maintenance expense 24,793 199,116 5,499 229,408
As at December 31, 2024 80,571 510,485 9,623 600,679
Depreciation for the year, included in research,
development and software maintenance expense 18,601 199,116 5,499 223,216
As at December 31,2025 $ 99,172 $ 709,601 $ 15,122 $ 823,895
Net book value:
At December 31, 2024 $ 18,601 $ 285,980 $ 12,373 $ 316,954
At December 31,2025 $ - $ 86,864 $ 6,874 $ 93,738

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

4. LOAN PAYABLE

During the year ended December 31, 2025, the Company received loans as follows:

  • The Company entered into a loan with a total contractual repayment amount of $74,228 (US$51,606), comprising principal of $67,616 (US$47,000) and a fixed fee of $6,626 (US$4,606). The fixed fee represents the cost of borrowing and is accounted for as part of the effective interest rate over the term of the loan. The loan does not bear a stated interest rate. Repayments were made through the withholding of 22% of daily merchant receivables, with no fixed repayment schedule other than a contractual maturity date of September 2, 2026. During the year ended December 31, 2025, the Company made repayments of $72,105 (US$51,606), recognized a foreign exchange gain of $2,137.

  • The Company entered into a second loan with a total contractual repayment amount of $65,340 (US$46,580), comprising principal of $59,617 (US$42,500) and a fixed fee of $5,723 (US$4,080). The fixed fee represents the cost of borrowing and is accounted for as part of the effective interest rate over the term of the loan. The loan does not bear a stated interest rate. Repayments are made through the withholding of 22% of daily merchant receivables, with a contractual maturity date of May 15, 2027. During the year ended December 31, 2025, the Company made repayments of $12,708 (US$9,158) and recognized a foreign exchange gain of $139. As at December 31, 2025, the outstanding balance of the loan was $51,295 (US$37,422).

5. CONVERTIBLE DEBENTURE

During the year ended December 31, 2025, the Company completed a convertible debenture financing (the “Debenture”) through the issuance of 1,000,000 convertible units for proceeds of $70,000. The Debenture principal bears an interest rate of 15% per annum for a period of 2 years from the date of issue, payable quarterly. The principal and interest may be converted into units of the Company at a price of $0.07 per unit. Each unit consists of one common share and one common share purchase warrant exercisable at a price of $0.20 for a period of 24 months from the conversion.

Upon initial recognition, the Company allocated the net proceeds between the components based on the fair value of the debt and the residual to the equity component. The fair value of the liability component of $65,879 was determined using a market rate of 20% with $4,121 assigned to the equity component. During the year ended December 31, 2025, the Company recorded accretion of $2,414 and interest expense of $6,674.

December 31, 2025
Original face value of convertible debenture $ 70,000
Equity portion of convertible debenture (4,212)
Accretion 2,414
Interest on debenture 6,674
Carrying value of convertible debenture 74,967
Less: current portion (1,994)
Non-currentportion $ 72,973

6. INTANGIBLE ASSET

On March 30, 2018, the Company acquired all of the issued and outstanding shares of Sekur Private Data Inc. (formerly GlobeX Data Inc.) (“SDI”), a company with a common director. As consideration for the acquisition, the Company issued 25 million common shares to SDI, with the license agreement held by SDI being assigned a fair value of $2,552,573.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

6. INTANGIBLE ASSET (cont’d…)

On April 3, 2017, the Company (as licensee) entered into the GlobeX Data SA Secure Cloud Services Licensee License Agreement and Program (the “Reseller Agreement”) with GlobeX Data S.A. (“GDSA”), a Swiss corporation with a common director, whereby GDSA granted the Company an exclusive, non-transferrable license to resell the Plan Offerings (as defined) to prospects in the United States and Canada for a perpetual term unless terminated by GDSA. Pursuant to the Reseller Agreement, the Company markets the Plan Offerings to prospects or customers (the “End User”) and the End User subscribes to the Plan Offerings by entering into an end user license agreement (the “EULA”) with GDSA by signing a contract with the Company. Acceptance of a prospect or customer as an End User is at the sole discretion of GDSA, with GDSA having the right to terminate an EULA. The Company has the absolute right to accept any End User and, if it does, it also assumes the liability of acceptance of the End User. GDSA charges the End User a service fee for the Plan Offerings, with payment received by GDSA being remitted to the Company. The Company also has the option of collecting funds directly from the End User. Gross service fee revenue is split between GDSA (10%, being the royalty fee recorded to the consolidated statement of comprehensive loss) and the Company (90%). The Reseller Agreement can be terminated by GDSA at any time if the Company fails to cure a breach of any part of the Reseller Agreement within 30 days of receiving written notice of the breach.

On May 7, 2017, the Company (as licensee) entered into the GlobeX Data Secure Cloud Services Licensee Agreement and Program (“Reseller Agreement 2”) with GDSA, whereby GDSA granted to the Company an exclusive, transferrable license to resell the Plan Offerings (as defined) to prospects in all countries except Switzerland, Lichtenstein, the Principality of Monte Carlo, the Vatican City State, Canada and the United States for a perpetual term unless terminated by GDSA. The terms and conditions of Reseller Agreement 2 are the same as for the Reseller Agreement as described, except that the Company has 90 days to cure a breach of any part of Reseller Agreement 2.

On July 21, 2022, the Company entered into an Addendum (the “Addendum”) to the Global License Agreement with GDSA. This Addendum allows the Company to market/distribute the Products globally, including Switzerland, Lichtenstein, The Principality of Monte Carlo, The Vatican City State, and The Grand-Duchy of Luxembourg. The Company is permitted to market the Products in Switzerland only through online sales, and is not permitted to enter into a physical Reseller relationship in Switzerland. All other countries globally are now open to market by the Company.

During the year ended December 31, 2022, the Company determined that the carrying value was in excess of its recoverable amount and recorded an impairment of the intangible asset of $2,522,573.

During the year ended December 31, 2025, the Company accrued royalty fees of $39,716 (2024 - $46,031) in respect of the Reseller Agreement. As at December 31, 2025, $27,220 (2024 - $23,284) was payable to GDSA pursuant to the Reseller Agreement.

7. SHARE CAPITAL

The Company has authorized an unlimited number of common shares and preferred shares. No preferred shares have been issued.

During the year ended December 31, 2025, the Company:

  • a) Completed the third and final tranche of a financing by issuing 6,973,705 units at $0.034 per unit for proceeds of $237,106, of which $118,911 was received during the year ended December 31, 2024. Each unit consists of one common share and one share purchase warrant exercisable at $0.055 for a period of two years from the date of issuance. The Company paid $10,025 in cash share issuance costs and issued 200,000 finder’s warrants at a fair value of $4,617 under the same terms as the unit warrants in relation to the financing. The fair value allocated to warrants was $nil based on residual valuation method.

  • b) Issued 1,571,428 common shares at a fair value of $69,225 for marketing services.

  • c) Issued 700,000 common shares at a fair value of $24,500 for settlement of a marketing agreement.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

7. SHARE CAPITAL (cont’d…)

  • d) Completed a financing by issuing 3,000,000 units at a price of $0.035 per unit for proceeds of $105,000. Each unit comprises of one common share and one common share purchase warrant. Each warrant entitles its holder to purchase one additional common share at a price of $0.05 for a period of 24 months following the date of grant.

  • e) Completed a financing by issuing 34,069,235 units at $0.05 per unit for gross proceeds of $1,703,462. Each unit consists of one common share and one share purchase warrant exercisable at $0.05 for a period of two years from the date of issuance. The Company paid $11,017 in cash share issuance costs and issued 200,000 finder’s warrants at a fair value of $10,536 under the same terms as the unit warrants in relation to the financing. The fair value allocated to warrants was $nil based on residual valuation method. In addition, the Company received $28,571 related to this private placement. However, the shares were issued subsequent to the year ended December 31, 2025 and the amount was recorded as shares subscribed.

  • f) Issued 3,061,111 common shares to arm’s-length service providers in consideration for marketing and IT services rendered. Of these, 1,500,000 shares were measured based on a fair value of $0.105 per share, for a total of $157,498 (net of rounding), while the remaining 1,561,111 shares were measured based on the value of the services received, totaling $132,427.

  • g) Received proceeds of $96,250 from the exercise of 1,750,000 warrants.

  • h) Issued 5,150,793 common shares to arm’s-length service providers in consideration for business development and marketing services rendered. Of these, 3,050,000 shares were measured based on a fair value of $0.03 per share, for a total of $91,500, while the remaining 2,100,793 shares were measured based on the value of the services received, totaling $171,410.

  • i) Received $239,285 as advances for shares pending issuance for a financing that was closed subsequent to the year ended December 31, 2025.

During the year ended December 31, 2024, the Company:

  • a) Issued 200,000 units at $0.07 per unit for proceeds of $14,000. Each unit consists of one common share and one share purchase warrant exercisable at $0.12 for a period of three years from the date of issuance. The Company allocated a fair value of $3,000 to the warrants in relation to the financing.

  • b) Completed the first tranche of a financing by issuing 28,290,116 units at $0.034 per unit for proceeds of $961,864. Each unit consists of one common share and one share purchase warrant exercisable at $0.055 for a period of two years from the date of issuance. The Company paid $28,801 of cash share issuance costs and allocated a fair value of $254,611 to the warrants in relation to the financing.

  • c) Completed the second tranche of a financing by issuing 12,752,617 units at $0.034 per unit for proceeds of $433,589. Each unit consists of one common share and one share purchase warrant exercisable at $0.055 for a period of two years from the date of issuance. The Company paid $23,034 of cash share issuance costs in relation to the financing. The fair value allocated to warrants was $nil based on residual valuation method.

  • d) Received $118,911 as advances for shares pending issuance for a financing that was closed during the year ended December 31, 2025.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

7. SHARE CAPITAL (cont’d…)

Stock Options

The Company adopted a stock option plan on April 30, 2018. The stock option plan provides that, subject to the requirements of the CSE, the aggregate number of securities reserved for issuance will be 15% of the number of the Company’s common shares issued and outstanding at the time such options are granted. The exercise price of option grants will be determined by the Board of Directors but will not be less than the closing market price of the common shares on the CSE less allowable discounts at the time of grant. All options granted under the stock option plan will expire not later than the date that is ten years from the date that such options are granted.

Weighted
Average
Number of Exercise Price
Options ($)
Outstanding at December 31, 2023 11,266,272 0.10
Expired (100,000) 0.15
Outstanding at December 31, 2024 11,166,272 0.10
Granted 9,000,000 0.12
Expired (70,000) 0.06
Outstanding and exercisable, December 31, 2025 20,096,272 0.11

The weighted-average remaining contractual life of options at December 31, 2025 was 4.03 years (2024 - 6.33 years). Additional information regarding stock options outstanding as at December 31, 2025 is as follows:

Number of Exercise Expiry
Options Price ($) Date
2,000,000* 0.05 February 11, 2026
2,500,000 0.11 July 18, 2026
3,000,000 0.20 August 30, 2026
4,500,000 0.15 July 18, 2030
8,096,272 0.06 January 13, 2033
20,096,272

*These options were exercised subsequently.

During the year ended December 31, 2025, the Company granted 9,000,000 (2024 - nil) stock options to an officer, a director and consultants of the Company with a fair market value of $573,439 (2024 - $nil). The following assumptions were used for the Black-Scholes valuation of the stock options assuming no expected dividends or forfeitures:

Year ended
Year ended December 31,
December 31, 2025 2024
Risk-free interest rate 2.70% - 3.10% -
Expected life (in years) 1-5 -
Expected volatility 170% - 226% -

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

7. SHARE CAPITAL (cont’d…)

Warrants

Weighted
Average
Number of Exercise
Warrants Price ($)
Outstanding, December 31, 2023 2,321,585 0.70
Expired (2,321,585) 0.70
Granted 41,242,733 0.06
Outstanding, December 31, 2024 41,242,733 0.06
Granted 44,442,940 0.05
Exercised (1,750,000) 0.06
Outstanding, December 31, 2025 83,935,673 0.05

The weighted-average remaining contractual life of warrants at December 31, 2025 was 1.94 years (2024 - 1.76 years).

Additional information regarding warrants outstanding as at December 31, 2025 is as follows:

Exercise price
($) Number of warrants Expiry Date
0.055 26,540,116 September 12, 2026
0.055 1,065,000 October 15, 2026
0.055 11,687,617 November 28, 2026
0.12 200,000 May 22, 2027
0.055 2,000,000 March 7, 2027
0.055 200,000 March 7, 2027
0.055 4,973,705 March 31, 2027
0.05 3,000,000 April 30, 2027
0.05 34,069,235 June 30, 2029
0.05 200,000 June 30, 2029
83,935,673

8. RELATED PARTY TRANSACTIONS

Related party transactions were in the normal course of operations and measured at the exchange amount, which is the amount established and agreed to by the related parties. Key management personnel are the persons responsible for planning, directing and controlling the activities of the Company, and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.

During the year ended December 31, 2025, the Company incurred $60,000 (2024 - $60,000) in director’s fees to a director and officer of the Company. As at December 31, 2025, $25,114 (2024 - $nil) was included in prepaid expenses and $564 (2024 - $nil) was owing to the director and chief executive officer.

During the year ended December 31, 2025, the Company incurred $44,515 (2024 - $41,580) in accounting fees and corporate services to an accounting firm in which an officer of the Company is a partner. As at December 31, 2025, there was $22,748 (2024 - $29,337) owing to this firm, included in accounts payable and accrued liabilities. This balance is unsecured, non-interest bearing and has no fixed terms of repayment.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

8. RELATED PARTY TRANSACTIONS (cont’d…)

During the year ended December 31, 2025, the Company granted 4,500,000 stock options (2024 – nil) with a fair value of $381,225 (2024 - $nil) to a director and an officer of the Company, of which $42,358 (2024 - $nil) was recorded as an accounting expense and $338,867 (2024 - $nil) was recorded as director’s fees.

During the year ended December 31, 2025, the Company paid or accrued IT maintenance fees of $620,000 (2024 - $375,000) and royalty fees of $39,716 (2024 - $46,031) to GDSA, a company with common directors (see Note 6). At December 31, 2025, the Company had accrued royalties payable of $27,220 (2024 - $23,284).

9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

  • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

  • Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

  • Level 3 – Inputs that are not based on observable market data.

The fair value of the Company’s cash and cash equivalents, receivables (excluding GST), accounts payable and accrued liabilities, royalty fees payable, and convertible debenture approximate their carrying value.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

a) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents and receivables. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalents with high credit quality financial institutions. As at December 31, 2025, the Company’s cash and cash equivalents of $917,558 (2024 - $716,746) are held in bank and investment accounts. The carrying amount of financial assets represents the maximum credit exposure.

b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2025, the Company had cash and cash equivalents of $917,558 to settle current liabilities of $392,443. As at December 31, 2025, the Company’s financial liabilities consist primarily of accounts payable and accrued liabilities, royalty fees payable, deferred revenue, loan payable, and a convertible debenture. These obligations are expected to be settled through operating cash flows and existing cash resources.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont’d…)

b) Liquidity risk (cont’d…)

The following table summarizes the contractual maturities of the Company’s financial liabilities as at December 31, 2025:

Less than
1 year 1-2 years 2-3 years 3-4 years 4-5 years Total
Accounts payable and
accrued liabilities 231,063 - - - - 231,063
Royalty fees payable 27,220 - - - - 27,220
Deferred revenue 80,871 - - - - 80,871
Loan payable 51,295 - - - - 51,295
Convertible debenture 1,994 72,973 - - - 74,967
Total contractual obligations 392,443 72,973 - - - 465,416

c) Market ri sk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

d) Currency risk

A portion of the Company’s financial assets and liabilities are denominated in US dollars. The Company monitors this exposure, but has no hedge positions.

The Company is exposed to currency risk on fluctuations related to cash, accounts payable and accrued liabilities and royalty fees payable that are denominated in US dollars. At December 31, 2025, a 10% change in the value to the US dollar as compared to the Canadian dollar would not have a significant effect on net loss.

e) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market related interest rates.

10. CAPITAL DISCLOSURE AND MANAGEMENT

The Company defines its capital as all components of shareholders’ equity. The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern.

In order to maintain its capital structure, the Company is dependent on equity funding and when necessary, raises capital through the issuance of equity instruments, primarily comprised of common shares. The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will make changes to its capital structure as deemed appropriate under the specific circumstances.

The Company is not subject to any externally imposed capital requirements or debt covenants, and does not presently utilize any quantitative measures to monitor its capital. There were no changes to the Company’s approach to managing capital during the year.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

11. CONTRACTUAL OBLIGATIONS

On October 16, 2023, the Company amended the January 25, 2023 agreement with AMI to pay five monthly payments of US$17,500 ($23,182) from November 2023 to March 2024 and issue 1,571,428 common shares to settle payment for services provided from April to December 2024 (issued at a fair value of $69,225 during the year ended December 31, 2025).

12. SEGMENT INFORMATION

The operating segment is reported in a manner consistent with the internal reporting provided to the key management team that comprises the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and the Chief Operating Officer (“COO”). The key management team fulfills the role of the chief operating decisionmaker. The key management team is responsible for allocating resources and assessing the performance of the Company’s operating segments. The Company manages its business under a single reportable operating segment, being the Swiss-hosted Cybersecurity and Internet Privacy solutions for secure communications and secure data management worldwide.

(a) Total Revenues by Major Product Type

Revenue is recognized over time on a straight-line basis over the subscription term as the services are provided. The following table shows the Company’s revenue disaggregated by major solution type:

Year ended
December 31,
Year ended
December 31,
2025
2024
Business to Business partners
Direct customer purchases
$
8,577
$ 10,321
400,130
467,381
$
408,707
$ 477,702

(b) Total Revenues by geographical location

The following table shows the Company’s revenue disaggregated by geographical location:

Year ended
December 31,
Year ended
December 31,
2025
2024
United States
Rest of the World
$
372,267
$ 434,238
36,440
43,464
$
408,707
$ 477,702

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

12. SEGMENT INFORMATION (cont’d…)

The Company operates in one reportable operating segment, being a Cybersecurity and Internet Privacy provider for secure communications and data management. Geographical information is as follows:

Total
Current Assets
Equipment
Total
December 31, 2025
Canada*
United States
$
725,120
$
93,738
$
818,858
306,858
-
306,858
$
1,031,978
$
93,738
$
1,125,716
December 31, 2024
Canada*
United States
$ 655,097
$ 316,954
$ 972,051
180,877
-
180,877
$ 835,974
$ 316,954
$ 1,152,928
  • The equipment is owned by Sekur Private Data Ltd. but is located in Switzerland.

13. INCOME TAX

A reconciliation of income taxes at the statutory rate of 27% (2024 – 27%) with the reported taxes is as follows:

Year ended December 31,
2025
2024
Loss for the year before income taxes
Recovery of income taxes computed at statutory rates
Non-deductible (non-taxable) permanent differences
Adjustment to prior year tax estimates
Impact of share issue costs
Unrecognized deferred tax assets
Impact of foreign exchange and other
Total income tax expense(recovery)
$
(3,491,608)
$ (1,967,131)
(943,000)
(531,000)
155,000
-
81,000
(39,000)
(6,000)
(14,000)
682,000
644,000
31,000
(60,000)
$
-
$ -

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax values.

The unrecognized deductible temporary differences at December 31, 2025 and 2024 are comprised of the following:

As at December 31,
2025
2024
Equipment
Non-capital losses
Share issue costs
$
4,386,000
$ 3,302,000
19,948,000
18,388,000
48,000
151,000
$
24,382,000
$ 21,841,000

At December 31, 2025, the Company has non-capital loss carry forwards in Canada aggregating $17,758,000 (2024 - $15,928,000) which expire over the period between 2037 and 2045, available to offset future taxable income in Canada.

SEKUR PRIVATE DATA LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

13. INCOME TAX (cont’d…)

At December 31, 2025, the Company has non-capital loss carry forwards in the United States of America aggregating $2,190,000 (2024 - $2,460,000) which do not expire, available to offset future taxable income in the United States of America. Tax attributes are subject to review, and potential adjustment, by competent authority.

14. SUBSEQUENT EVENTS

Subsequent to the year ended December 31, 2025:

  • a) The Company completed a non-brokered private placement by issuing 33,755,706 units at $0.05 per unit for gross proceeds of $1,687,785. Each unit consists of one common share and one share purchase warrant exercisable at $0.10 for a period of four years from the date of issuance. The Company paid $7,880 in share issuance costs and issued 157,600 broker warrants under the same terms as the unit warrants in relation to the financing.

  • b) 2,000,000 stock options were exercised for proceeds of $100,000.

  • c) The Company issued 571,428 units at $0.05 per unit for proceeds of $28,571, which had been received during the year ended December 31, 2025 in connection with a private placement completed during that year.