Company registration number 15353265 (England and Wales)
EVOO AI PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
EVOO AI PLC
COMPANY INFORMATION
Directors
W N Stevenson-Moore
(Appointed 15 December 2023)
M E Callas
(Appointed 15 December 2023)
T M Brown
(Appointed 21 February 2024)
G C Radley
(Appointed 2 April 2025)
Secretary
Westend Corporate LLP
Company number
15353265
Registered office
6 Heddon Street
London
W1B 4BT
Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
EVOO AI PLC
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 20
EVOO AI PLC
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 1 -

The directors present the strategic report for the period ended 30 September 2024.

Review of the business

EVOO AI PLC is a UK-based technology company developing proprietary artificial intelligence solutions tailored for the global luxury goods industry. The company aims to become the leading AI platform for luxury brands, retailers, and influencers by providing deep, actionable insights into consumer behavior and enabling personalised digital commerce experiences.

As a pre-revenue company in its early development stage, EVOO focused during the period on building the core technology infrastructure, securing key partnerships, and laying the foundation for long-term growth.

Relationship with Rule7 Productions Ltd

EVOO AI PLC operates independently from Rule7 Productions Ltd, which is a wholly owned subsidiary. While the two companies are legally distinct, they work closely together to advance the development of EVOO’s core products. Rule7 serves as the operational and execution partner, overseeing the day-to-day management of product development, design, and technology delivery. EVOO AI PLC retains responsibility for strategic direction, corporate governance, and funding. This structure enables focused execution while maintaining alignment with the Company’s overall objectives.

 

Key developments during the financial year include:

Prototype design and development commenced on EVOO’s flagship AI-powered luxury commerce application, Olive. The platform will deliver curated, personalised digital shopping experiences through the integration of machine learning models and proprietary retail data. Following a thorough search, selected Vacuumlabs as its technology development partner. Vacuumlabs’ extensive experience in fintech, consumer engagement, and digital infrastructure made them the ideal choice to help deliver scalable, AI-driven digital commerce solutions.

A binding agreement was signed with Sealand Capital Galaxy Limited to develop SEA VOO, a joint venture aimed at delivering EVOO's technology into key Asian luxury markets. This partnership marks a significant milestone in EVOO’s global expansion strategy and underscores its commitment to collaborating with established regional partners to drive adoption and localisation.

The company completed its incorporation, early-stage capitalisation, board appointments, and regulatory setup. It has laid the groundwork for raising further capital and progressing toward public market readiness.

As of the end of the reporting period, EVOO AI PLC had not yet commenced trading and is focused on platform development, team expansion, and strategic business execution.

Principal risks and uncertainties

As an early-stage company, EVOO faces several business risks and uncertainties, including:

EVOO AI PLC
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 2 -

The Board maintains close oversight of these risks and has implemented strong governance procedures and regular risk reviews to ensure appropriate mitigation strategies are in place.

Financial Key Performance Indicators (KPIs)

As EVOO AI PLC has not yet commenced trading, it does not report any meaningful financial KPIs for this period. The Board is currently developing a KPI framework that will be implemented upon product launch, which will include:

These will be aligned with the company's growth, engagement, and monetisation strategy.

Non-Financial Key Performance Indicators

While not formally reported during this development phase, the company tracks several internal non-financial KPIs, including:

As the business scales, non-financial KPIs will expand to include environmental, social, and governance (ESG) metrics.

Other information and explanations

The company's financial statements for the period reflect incorporation and setup costs, professional advisory fees, early-stage R&D expenditure, and general administrative costs. Additional detail is provided in the notes to the accounts.

EVOO AI PLC
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 3 -
Promoting the success of the company

In accordance with section 172 (1) of the Companies Act 2006, the Directors confirm that throughout the financial year they have acted in a manner they consider, in good faith, to promote the success of the company for the benefit of its members as a whole.

In particular, they have had regard to:

 

 

 

 

 

On behalf of the board

W N Stevenson-Moore
Director
23 May 2025
EVOO AI PLC
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 4 -

The directors present their annual report and financial statements for the period ended 30 September 2024.

Principal activities

The principal activity of the company is developing proprietary artificial intelligence solutions tailored for the global luxury goods industry.

Results and dividends

The results for the period are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

W N Stevenson-Moore
(Appointed 15 December 2023)
M E Callas
(Appointed 15 December 2023)
T M Brown
(Appointed 21 February 2024)
G C Radley
(Appointed 2 April 2025)
Auditor

Royce Peeling Green Limited were appointed as auditor to the company during the year and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 period.

In preparing these financial statements, the directors are required to:

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 and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

EVOO AI PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 5 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
W N Stevenson-Moore
Director
23 May 2025
EVOO AI PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EVOO AI PLC
- 6 -
Opinion

We have audited the financial statements of EVOO AI PLC (the 'company') for the period ended 30 September 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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, 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.

Conclusions relating to going concern

We draw attention to note 1.3 in the financial statements, where the Directors have considered the going concern status of the Company in light of its need to raise funds from investors to sustain its operations. Consequently, there is a material uncertainty about the Company’s ability to continue as a going concern. As stated in note 1.3, these events or conditions, along with other matters as set forth in note 1.3, 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 responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 our audit:

EVOO AI PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EVOO AI PLC (CONTINUED)
- 7 -
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:

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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 are 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

EVOO AI PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EVOO AI PLC (CONTINUED)
- 8 -

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.

Martin Chatten (Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited, Statutory Auditor
Chartered Accountants
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
23 May 2025
EVOO AI PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 9 -
Period
ended
30 September
2024
Notes
£
Turnover
-
Administrative expenses
(512,496)
Operating loss
3
(512,496)
Interest receivable and similar income
6
42,325
Loss before taxation
(470,171)
Tax on loss
7
-
0
Loss for the financial period
(470,171)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

EVOO AI PLC
BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 10 -
2024
Notes
£
£
Fixed assets
Investments
8
800,001
Current assets
Debtors
10
363,509
Creditors: amounts falling due within one year
11
(445,327)
Net current liabilities
(81,818)
Total assets less current liabilities
718,183
Creditors: amounts falling due after more than one year
12
(66,423)
Net assets
651,760
Capital and reserves
Called up share capital
14
76,936
Share premium account
15
544,995
Profit and loss reserves
29,829
Total equity
651,760
The financial statements were approved by the board of directors and authorised for issue on 23 May 2025 and are signed on its behalf by:
W N Stevenson-Moore
Director
Company registration number 15353265 (England and Wales)
EVOO AI PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Period ended 30 September 2024:
Loss and total comprehensive income
-
-
(470,171)
(470,171)
Issue of share capital
14
76,936
1,044,995
-
1,121,931
Reduction of share premium
14
-
0
(500,000)
500,000
-
0
Balance at 30 September 2024
76,936
544,995
29,829
651,760
EVOO AI PLC
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 12 -
2024
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
18
(417,418)
Investing activities
Purchase of subsidiaries
(1)
Loans made to other entities
(213,284)
Repayment of loans made
213,284
Income received from investments
42,325
Net cash generated from investing activities
42,324
Financing activities
Proceeds from issue of shares
308,671
Issue of convertible loans
66,423
New borrowings
261,795
Repayment of borrowings
(261,795)
Net cash generated from financing activities
375,094
Net increase in cash and cash equivalents
-
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
-
0
EVOO AI PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 13 -
1
Accounting policies
Company information

EVOO AI PLC is a private company limited by shares incorporated in England and Wales. The registered office is 6 Heddon Street, London, W1B 4BT.

1.1
Reporting period

The financial statements have been prepared for the period from incorporation to 30 September 2024.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.3
Going concern

The directors are actively engaged with Bowsprit Partners to determine the most appropriate path to a public listing, with both Canadian and UK options under consideration, reflecting the operational bases of Rule7 and EVOO AI PLC respectively. In addition, the company maintains a strong strategic relationship with Sealand Capital Galaxy, and through regular meetings with its CEO, the directors remain confident in the commercial potential of the SEAVOO project, which is expected to generate material revenue once launched. However, until this time, the company remains reliant on funding from investors to sustain its operations.true

 

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

EVOO AI PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

EVOO AI PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.7
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Treatment of the convertible loan note instrument

A key area of judgement is the treatment of the company's convertible loan notes. Conversion is conditional on the company's admission on a recognised investment exchange through an initial public offering prior to maturity. On the issue date and at the period-end, the company's admittance on a recognised investment exchange prior to this date is uncertain and therefore the entire proceeds have been treated as a loan and no equity element has been recognised.

EVOO AI PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 16 -
3
Operating loss
2024
Operating loss for the period is stated after charging:
£
Exchange losses
5,196
4
Auditor's remuneration
2024
Fees payable to the company's auditor:
£
For audit services
Audit of the financial statements of the company
10,000
For other services
All other non-audit services
15,000

Other services relate to the preparation of interim financial information and the statutory financial statements.

5
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2024
Number
3
6
Interest receivable and similar income
2024
Investment income includes the following:
£
Interest and other fees receivable on loans made
42,325
EVOO AI PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 17 -
7
Taxation

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Loss before taxation
(470,171)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(117,543)
Tax effect of expenses that are not deductible in determining taxable profit
76,566
Unutilised tax losses carried forward
40,977
Taxation charge for the period
-
8
Fixed asset investments
2024
Notes
£
Investments in subsidiaries
9
800,001
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 15 December 2023
-
Additions
800,001
At 30 September 2024
800,001
Carrying amount
At 30 September 2024
800,001

On 28 February 2024, the company issued 40,000,000 ordinary shares of £0.0004 each to acquire the entire issued share capital of Rule7 Productions Limited, a Canadian registered company, valued at £800,000 (£0.02 per share in EVOO AI PLC).

 

During the period, the company purchased the entire share capital, comprising 50,000 shares without par value, of BSS Solutions Ltd for consideration of £1. BSS Solutions Ltd has been dormant since incorporation.

EVOO AI PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 18 -
9
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Rule7 Productions Limited
Canada
Ordinary
100.00
BSS Solutions Ltd
British Virgin Islands
Ordinary
100.00

No financial information in respect of the subsidiary companies are available at the date of approval of these financial statements.

10
Debtors
2024
Amounts falling due within one year:
£
Amounts owed by group undertakings
304,839
Other debtors
58,670
363,509
11
Creditors: amounts falling due within one year
2024
£
Trade creditors
184,476
Other creditors
245,851
Accruals and deferred income
15,000
445,327

Within other creditors is a balance of £32,239 in respect of directors' loan accounts.

12
Creditors: amounts falling due after more than one year
2024
Notes
£
Convertible loans
13
66,423
EVOO AI PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 19 -
13
Convertible loan notes
2024
£
Liability component of convertible loan notes
66,423

The above amount is the net proceeds received from the issue of convertible loan notes on 15 May 2024. The maturity date is the third anniversary of the date of issue.

 

Conversion is conditional on the company's admission on a recognised investment exchange through an initial public offering prior to the maturity date. On the issue date and at the period-end, the company's admittance on a recognised investment exchange prior to this date is uncertain and therefore no equity element has been recognised.

14
Share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of 0.04p each
192,339,350
76,936

The company was incorporated on 15 December 2023 with an ordinary share capital of two ordinary shares of £0.01 each.

 

On 16 December 2023, the company issued 1,325,998 ordinary shares of £0.01 each at par. These shares were issued in consideration of services received from the parties concerned.

 

On 20 February 2024, the company issued 4,720,000 ordinary shares of £0.01 each for consideration of £0.015 per share in cash.

 

On 23 February 2024, by written resolution of the shareholders, the company's issued share capital of 6,046,000 ordinary shares of £0.1 each was sub-divided into 151,150,000 ordinary shares of £0.0004 each.

 

On 23 February 2024, the company issued 1,189,350 ordinary shares of £0.0004 each for consideration of £0.2 per share in cash.

 

On 28 February 2024, the company issued 40,000,000 ordinary shares of £0.0004 each. Consideration for the share issue was the entire issued share capital of Rule7 Productions Limited, a Canadian registered company, valued at £800,000 (£0.02 per share in EVOO AI PLC).

15
Share premium account

The share premium represents the accumulation of the excess of the subscription price of share capital issued over its nominal value.

 

On 14 March 2024, by special resolution of the shareholders, the share premium account was reduced by £500,000 which was credited to distributable reserves.

EVOO AI PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 20 -
16
Related party transactions

On 28 February 2024, the company acquired Rule7 Productions Limited through the issue of 40,000,000 ordinary shares in the company to the shareholders of the acquired company. W N Stevenson-Moore was a shareholder and director of Rule7 Productions Limited at that time.

 

During the period, the directors have incurred expenses of £53,359 on behalf of the company. Of this amount, £21,120 has been reimbursed, leaving a net balance of £32,239 owed to the directors.

 

Shares with a nominal value of £5,500 were issued to both W N Stevenson-Moore and M E Callas in consideration for services rendered.

 

Consultancy fees of £53,785 have been paid to a company under the control of one of the directors during the period.

 

On 4 July 2024, the company made a loan of £213,284 to a minority shareholder. The loan was repaid along with £42,325 of interest and other fees on 14 August 2024.

 

Transactions with the Rule7 Productions Limited, the 100% owned subsidiary company, are not required to be and have not been disclosed.

17
Ultimate controlling party

At the balance sheet date, no shareholder has a shareholding in excess of 50% of the company's issued share capital, hence the directors do not consider there to be any party with control of the company.

18
Cash absorbed by operations
2024
£
Loss after taxation
(470,171)
Adjustments for:
Investment income
(42,325)
Expenditure for which shares were issued as consideration
13,260
Movements in working capital:
Increase in debtors
(363,509)
Increase in creditors
445,327
Cash absorbed by operations
(417,418)
19
Analysis of changes in net debt
15 December 2023
Cash flows
30 September 2024
£
£
£
Convertible loan notes
-
(66,423)
(66,423)
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