The directors present the strategic report for the period ended 30 September 2024.
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:
Product Development
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.
Strategic Partnerships
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.
Corporate Structuring and Capital Formation
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.
As an early-stage company, EVOO faces several business risks and uncertainties, including:
Market Risk: The adoption of AI solutions in the luxury sector is still evolving. There is a risk that demand may take longer to materialise or develop differently than expected.
Funding Risk: Continued product development and market entry depend on the availability of external financing. Any delay in securing additional capital may affect timelines.
Technology Execution Risk: As a technology-first company, delays in the successful delivery or integration of the AI platform could adversely affect the business.
Regulatory and Data Compliance Risk: EVOO handles personal and behavioural data in compliance with the UK GDPR and other applicable international laws. Future regulatory changes could affect how data is processed and monetised.
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.
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:
Customer acquisition cost (CAC)
Monthly active users (MAU)
Average order value (AOV)
Platform conversion rates
These will be aligned with the company's growth, engagement, and monetisation strategy.
While not formally reported during this development phase, the company tracks several internal non-financial KPIs, including:
Development milestones met by technology partners
Investor and partner engagement levels
Internal hiring and onboarding processes
As the business scales, non-financial KPIs will expand to include environmental, social, and governance (ESG) metrics.
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.
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:
Long-Term Decision Making: The company’s strategy is designed for long-term value creation through proprietary technology, data ownership, and scalable commercial partnerships.
Interests of Employees: Although the company had a small team during the period, a culture of inclusion, innovation, and transparency has been established from the outset.
Business Relationships: Strong, collaborative relationships with technology and commercial partners—such as Sealand Capital Galaxy Limited and Vacuumlabs—have been prioritised to drive aligned growth.
Impact on the Community and Environment: As a digital-first business, EVOO has a low environmental footprint. Nevertheless, future product and operational plans will include sustainability considerations and responsible AI practices.
Reputation for High Standards of Conduct: The Board has implemented corporate governance and compliance measures aimed at ensuring ethical behaviour, regulatory compliance, and protection of stakeholder interests.
Fairness Between Members: The company has implemented clear shareholder agreements and governance frameworks to ensure equitable treatment of all shareholders.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 September 2024.
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.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
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.
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.
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
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.
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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how management seek to comply with them. This helps us to make appropriate risk assessments.
We focus our work on relevant risk areas and review compliance with laws and regulations through making relevant enquiries and corroboration by, for example, reviewing Board Minutes and other documentation.
We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures such as:
Review of controls set in place by management
Enquiry of management as to whether they consider fraud or other irregularities may have occurred or where such opportunity might exist
Challenge of management assumptions with regard to accounting estimates
Identification and testing of journal entries, particularly those which may appear to be unusual by size or nature.
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.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
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.
The financial statements have been prepared for the period from incorporation to 30 September 2024.
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 £.
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.
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.
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 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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
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.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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.
Other services relate to the preparation of interim financial information and the statutory financial statements.
The average monthly number of persons (including directors) employed by the company during the period was:
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:
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.
Details of the company's subsidiaries at 30 September 2024 are as follows:
No financial information in respect of the subsidiary companies are available at the date of approval of these financial statements.
Within other creditors is a balance of £32,239 in respect of directors' loan accounts.
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.
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).
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.
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.