EVERFOX LTD

Company Registration Number:
07005288 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2023

Period of accounts

Start date: 1 January 2023

End date: 31 December 2023

EVERFOX LTD

Contents of the Financial Statements

for the Period Ended 31 December 2023

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

EVERFOX LTD

Directors' report period ended 31 December 2023

The directors present their report with the financial statements of the company for the period ended 31 December 2023

Principal activities of the company

The principal activity of the Company during the year was the development and sale of security software.

Political and charitable donations

The Company made no political donations in the year (2022: £ Nil).



Directors

The directors shown below have held office during the whole of the period from
1 January 2023 to 31 December 2023

Daniel John Turner
Dr Simon Robert Wiseman
Sean Berg


The directors shown below have held office during the period of
1 January 2023 to 30 November 2023

Roger William Bache
Jason Facer


The directors shown below have held office during the period of
1 January 2023 to 29 September 2023

John David Holmes, Jr.
Matthew Thomas Santangelo


The director shown below has held office during the period of
2 October 2023 to 31 December 2023

James Wallace


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
18 February 2024

And signed on behalf of the board by:
Name: James Wallace
Status: Director

EVERFOX LTD

Profit And Loss Account

for the Period Ended 31 December 2023

2023 2022


£

£
Turnover: 8,492,111 6,681,961
Cost of sales: ( 1,013,572 ) ( 699,255 )
Gross profit(or loss): 7,478,539 5,982,706
Distribution costs: ( 421,673 ) ( 446,006 )
Administrative expenses: ( 7,596,251 ) ( 5,064,437 )
Operating profit(or loss): (539,385) 472,263
Interest receivable and similar income: 261,407 158,164
Interest payable and similar charges: ( 7,026 ) ( 6,635 )
Profit(or loss) before tax: (285,004) 623,792
Tax: ( 486 ) 1,077
Profit(or loss) for the financial year: (285,490) 624,869

EVERFOX LTD

Balance sheet

As at 31 December 2023

Notes 2023 2022


£

£
Fixed assets
Tangible assets: 3 124,398 95,804
Total fixed assets: 124,398 95,804
Current assets
Stocks: 4 277,777 118,827
Debtors: 5 2,812,040 4,152,117
Cash at bank and in hand: 693,665 303,754
Total current assets: 3,783,482 4,574,698
Creditors: amounts falling due within one year: 6 ( 13,237,795 ) ( 13,600,861 )
Net current assets (liabilities): (9,454,313) (9,026,163)
Total assets less current liabilities: (9,329,915) ( 8,930,359)
Creditors: amounts falling due after more than one year: 7 ( 218,809 ) ( 332,875 )
Total net assets (liabilities): (9,548,724) (9,263,234)
Capital and reserves
Called up share capital: 102,645 102,371
Share premium account: 304,970 304,970
Other reserves: (7,208) (7,208 )
Profit and loss account: (9,949,131 ) (9,663,367 )
Total Shareholders' funds: ( 9,548,724 ) (9,263,234)

The notes form part of these financial statements

EVERFOX LTD

Balance sheet statements

For the year ending 31 December 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 18 February 2025
and signed on behalf of the board by:

Name: James Wallace
Status: Director

The notes form part of these financial statements

EVERFOX LTD

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Turnover policy

    Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and value added tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on dispatch of the goods); also interpreted as upon transfer of title to the customer. These goods can include hardware in a limited amount of a bunded arrangement. The amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. A standard warranty is generally provided with these, with an option for upgrades, and the upgraded warranty revenue is recognized ratably over the term of the warranty period. Professional service revenue is recognised as delivered. The timing of recognition of professional services revenue is not dependent on any of the other elements included in a bundled arrangement. The Company recognises professional service revenue for firm fixed price projects in line with delivery. If the professional services are performed evenly over the term of the contract, then the revenue is recognised evenly over the term. Revenue is recognised as performed for time and materials professional service projects. Revenue from software licenses and maintenance is related to Intellectual Property (IP) owned by the Company as well as the parent. If the IP product is not expected to substantially change during the license period, then revenue is recognized at the point in time when the license is delivered. If the product requires continuous updates to provide the intended security functionality, the revenue is recognized over the term of the agreement. Revenue from the intercompany distributor agreement of the sale of goods is recognised in accordance with arm length standard at rates as provided in the agreement. Intercompany sales accounted for 87% of turnover during the year.

    Tangible fixed assets depreciation policy

    Tangible fixed assets are initially recognised at cost, and subsequently measured at cost net of cumulative depreciation and cumulative impairment losses. Impairment losses are recognised in the income statement in the period in which they arise. Depreciation is provided at rates calculated to write off the cost less the estimated residual value of tangible fixed assets over their estimated useful economic life on a straight-line basis as follows: - Leasehold improvements Lesser of 7 years or lease term - Furniture & Fixtures 7 years - Office equipment 3 - 5 years The gain or loss arising from the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is credited or charged to profit or loss.

    Intangible fixed assets amortisation policy

    The Company accounts for acquired businesses using the acquisition method of accounting, in accordance with accounting standards for business combinations, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of net assets acquired is recorded as goodwill. The Company amortises the cost of other identified intangible assets using amortisation methods that reflect the pattern in which the economic benefits of the intangible assets are realised. The Company measures fair value generally based on the estimated future cash flows generated by the asset. Its analysis is based on available information and on assumptions and projections that the Company considers to be reasonable and supportable.

    Other accounting policies

    Basis of preparation The financial statements are prepared in accordance with the Companies Act 2006 and Generally Accepted Accounting Practice in the United Kingdom. The financial statements are prepared on a going concern basis under the historical cost convention and in pounds sterling (“GBP”), which is the functional currency of the entity. The accounting policies have been applied consistently unless otherwise stated. Exemptions The Company has availed of the following disclosure exemption in FRS 102, Section 1.12 (b), (c) and (e), as equivalent disclosures are included in the consolidated financial statements of Evergreen IX Borrow 2023,LLC. in which the Company is consolidated: (i) Exemption from the requirements of Section 7 of FRS 102 and FRS 102 paragraph 3.17(d) to present a statement of cashflows. (ii) Exemption from the financial statement disclosure requirements of Section 11 paragraphs 11.42, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) and Section 12 paragraph 12.27 of FRS 102. (iii) Exemption from the requirement of Section 33.7 which relates to key management personnel compensation. (iv) Exemption in Section 33.1A, which exempts subsidiary undertakings from the requirement to give details of transactions with group entities where 100% of the voting rights are controlled by a group that prepares publicly available consolidated financial statements in which the subsidiary undertaking's results are included. Going concern In considering the going concern of the Company, the Directors have considered the fact that the Company shows net current liabilities on the balance sheet. The Company has received a letter of support from Everfox Holdings, LLC who will provide financial support to the Company, in the unlikely event that it is required, for a period of at least 12 months from the date of Directors’ approval of these financial statements. The Directors are satisfied that it is appropriate to prepare the financial statements on a going-concern basis. Operating leases Rentals payable under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease. Foreign currencies The functional and presentation currency of the Company is GBP. Assets and liabilities denominated in foreign currency are re-measured into GBP at the current exchange rates for monetary assets and liabilities and historical exchange rates for non-monetary assets and liabilities. Foreign exchange differences from re-measurement and settlement of monetary assets and liabilities are included in the profit and loss account. Taxation Current tax is recognised based on tax rates and laws in effect during the year. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at the balance sheet date that result in an obligation to pay more or a right to pay less tax in the future. Timing differences are differences between profit as computed for taxation purposes and profit as stated in the financial statements which arise because certain items of income and expenditure in the financial statements are dealt with in different periods for taxation purposes. A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws enacted or substantively enacted at the balance sheet date. Research and development Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. Impairment of fixed and intangible assets At each reporting period end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. There have been no impairment charges recorded during the period.

EVERFOX LTD

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 2. Employees

    2023 2022
    Average number of employees during the period 47 37

EVERFOX LTD

Notes to the Financial Statements

for the Period Ended 31 December 2023

3. Tangible assets

Land & buildings Plant & machinery Fixtures & fittings Office equipment Motor vehicles Total
Cost £ £ £ £ £ £
At 1 January 2023 4,005 263,894 267,899
Additions 95,961 95,961
Disposals
Revaluations
Transfers
At 31 December 2023 4,005 359,855 363,860
Depreciation
At 1 January 2023 2,003 170,092 172,095
Charge for year 1,166 66,201 67,367
On disposals
Other adjustments
At 31 December 2023 3,169 236,293 239,462
Net book value
At 31 December 2023 836 123,562 124,398
At 31 December 2022 2,002 93,802 95,804

EVERFOX LTD

Notes to the Financial Statements

for the Period Ended 31 December 2023

4. Stocks

2023 2022
£ £
Stocks 277,777 118,827
Total 277,777 118,827

EVERFOX LTD

Notes to the Financial Statements

for the Period Ended 31 December 2023

5. Debtors

2023 2022
£ £
Trade debtors 360,472 293,068
Prepayments and accrued income 2,107,029 3,473,881
Other debtors 344,539 385,168
Total 2,812,040 4,152,117

EVERFOX LTD

Notes to the Financial Statements

for the Period Ended 31 December 2023

6. Creditors: amounts falling due within one year note

2023 2022
£ £
Bank loans and overdrafts 7,832,628 7,825,603
Amounts due under finance leases and hire purchase contracts 3,290,631 3,210,586
Trade creditors 208,169 249,627
Accruals and deferred income 1,648,793 2,131,032
Other creditors 257,574 184,013
Total 13,237,795 13,600,861

EVERFOX LTD

Notes to the Financial Statements

for the Period Ended 31 December 2023

7. Creditors: amounts falling due after more than one year note

2023 2022
£ £
Amounts due under finance leases and hire purchase contracts 63,309 213,075
Other creditors 155,500 119,800
Total 218,809 332,875