Caseware UK (AP4) 2023.0.135 2023.0.135 The directors have acted in a way that they consider in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the period ended 31 December 2024. The following paragraphs summarise how the directors fulfil their duties: The directors aim to act responsibly and fairly in their engagement with suppliers, customers, regulators, bankers and insurers and are in direct contact on a regular basis. The directors respond quickly and fully to queries from regulators, bankers and insurers as required. The directors always intend to behave responsibly and to ensure that the business operates in a responsible manner, adhering to high standards of business conduct and good governance. The directors recognize that the maintenance of their good reputation, founded on responsible behaviour is fundamental to their continuing ability to achieve profitable growth for the benefit of all their stakeholders in the future. The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 judgments 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; 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 to 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.Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS101 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, 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 intend 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. The objectives of an auditor 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 their 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. A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with data protection requirements in the jurisdictions in which the Company operates and holds data and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and local tax legislation. We evaluated management's incentives and opportunities for fradulent manipulation of the financial statements (including risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement. In response to these principal risks, our audit procedures included but were not limited to: inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud; inspection of the company’s regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made; gaining an understanding of the internal controls established to mitigate risk related to fraud; discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit; identifying and testing journal entries to address the risk of inappropriate journals and management override of controls; designing audit procedures o incorporate unpredictability around the nature, timing or extent of our testing; challenging assumptions and judgements made by management in their significant accounting estimates, including impairment assessment of investments and debtor balances; and review of the financial statement disclosures to underlying supporting documentation and inquiries of management. The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. Prior year amounts relating to amounts owed by group undertakings and amounts owed to group undertakings have been reclassified to be presented in their correct classification based on maturity. The reclassification had nil impact on the net assets and loss for the financial year.The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The Company has taken advantage of the following disclosure exemptions under FRS 101: the requirements of IFRS 7 Financial Instruments: Disclosures the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 79(a)(iv) of IAS 1; the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements the requirements of IAS 7 Statement of Cash Flows the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.Financial assets and financial liabilities are initially measured at fair value. All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.Interest income is recognised in profit or loss using the effective interest method. Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.true0truetruetruetruetruetruetruetruetrue2024-01-01false0false 10333734 2024-01-01 2024-12-31 10333734 2023-01-01 2023-12-31 10333734 2024-12-31 10333734 2023-12-31 10333734 2023-01-01 10333734 1 2024-01-01 2024-12-31 10333734 d:Director1 2024-01-01 2024-12-31 10333734 d:Director2 2024-01-01 2024-12-31 10333734 d:Director2 2024-12-31 10333734 d:Director3 2024-01-01 2024-12-31 10333734 d:Director3 2024-12-31 10333734 d:Director6 2024-01-01 2024-12-31 10333734 d:Director6 2024-12-31 10333734 d:Director7 2024-01-01 2024-12-31 10333734 d:Director7 2024-12-31 10333734 d:RegisteredOffice 2024-01-01 2024-12-31 10333734 c:CurrentFinancialInstruments 2024-01-01 2024-12-31 10333734 c:CurrentFinancialInstruments 2024-12-31 10333734 c:CurrentFinancialInstruments 2023-12-31 10333734 c:Non-currentFinancialInstruments 2024-01-01 2024-12-31 10333734 c:Non-currentFinancialInstruments 2024-12-31 10333734 c:Non-currentFinancialInstruments 2023-12-31 10333734 c:UKTax 2024-01-01 2024-12-31 10333734 c:UKTax 2023-01-01 2023-12-31 10333734 c:ShareCapital 2024-01-01 2024-12-31 10333734 c:ShareCapital 2024-12-31 10333734 c:ShareCapital 2023-01-01 2023-12-31 10333734 c:ShareCapital 2023-12-31 10333734 c:ShareCapital 2023-01-01 10333734 c:SharePremium 2023-01-01 2023-12-31 10333734 c:SharePremium 2023-12-31 10333734 c:SharePremium 2023-01-01 10333734 c:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 10333734 c:RetainedEarningsAccumulatedLosses 2024-12-31 10333734 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 10333734 c:RetainedEarningsAccumulatedLosses 2023-12-31 10333734 c:RetainedEarningsAccumulatedLosses 2023-01-01 10333734 d:OrdinaryShareClass1 2024-01-01 2024-12-31 10333734 d:OrdinaryShareClass1 2023-01-01 2023-12-31 10333734 d:OrdinaryShareClass1 2024-12-31 10333734 d:OrdinaryShareClass1 2023-12-31 10333734 d:OrdinaryShareClass2 2024-01-01 2024-12-31 10333734 d:OrdinaryShareClass2 2023-01-01 2023-12-31 10333734 d:OrdinaryShareClass2 2024-12-31 10333734 d:OrdinaryShareClass2 2023-12-31 10333734 d:OrdinaryShareClass3 2024-01-01 2024-12-31 10333734 d:OrdinaryShareClass3 2023-01-01 2023-12-31 10333734 d:OrdinaryShareClass3 2024-12-31 10333734 d:OrdinaryShareClass3 2023-12-31 10333734 d:FRS101 2024-01-01 2024-12-31 10333734 d:Audited 2024-01-01 2024-12-31 10333734 d:FullAccounts 2024-01-01 2024-12-31 10333734 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 10333734 c:Subsidiary1 2024-01-01 2024-12-31 10333734 c:Subsidiary1 1 2024-01-01 2024-12-31 10333734 c:FinancialInstrumentsFairValueThroughProfitOrLoss 2024-01-01 2024-12-31 10333734 c:FinancialLiabilitiesAmortisedCost 2024-01-01 2024-12-31 10333734 c:FinancialInstrumentsDesignatedFairValueThroughProfitOrLoss 2024-01-01 2024-12-31 10333734 e:PoundSterling 2024-01-01 2024-12-31 iso4217:GBP xbrli:shares xbrli:pure







Financial Statements
Evaluate Topco Limited
For the year ended 31 December 2024





































Registered number: 10333734

 
Evaluate Topco Limited
 

Company Information


Directors
Vicky Harris 
Kevin Joseph McCurry (appointed 4 February 2025)
Levine Chris Randiga (resigned 4 February 2025)
Kevin Stephen Morgan (resigned 20 December 2024)
Roberto Simon Rabanal (resigned 31 July 2024)




Registered number
10333734



Registered office
C/O Evaluate Limited
3 More London Riverside

London

United Kingdom

SE1 2AQ




Independent auditor
Grant Thornton
Chartered Accountants & Statutory Auditors

13-18 City Quay

Dublin 2





 
Evaluate Topco Limited
 

Contents



Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19


 
Evaluate Topco Limited
 
 
Directors' report
For the year ended 31 December 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

The principal activity of the company is to act as a holding company.

Results and dividends

The loss for the year, after taxation, amounted to £105k (2023: loss £329k).

No dividends were paid during the year or proposed at the end of the year.

Directors

The Directors who served during the year were:

Vicky Harris 
Levine Chris Randiga (resigned 4 February 2025)
Kevin Stephen Morgan (resigned 20 December 2024)
Roberto Simon Rabanal (resigned 31 July 2024)

Directors' and Officer's Liability

The Company maintains appropriate insurance to cover directors’ and officers’ liability in respect of all of the Company’s directors. This was in force throughout the financial year and remains in force. This insurance does not provide cover where a director has acted fraudulently or dishonestly.

Political contributions

During the year, the company made no political contributions.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Events since the end of the year

There have been no significant events affecting the Company since the year end.

Energy and carbon reporting

The Company does not meet or exceed two of the three criteria necessary to be deemed a large company that is subject to the energy and carbon reporting obligations under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The Company is, however, part of a larger group where environmental and sustainability initiatives are a key part of how it does business. To the extent other members of the group in the United Kingdom are subject to these energy and carbon reporting obligations, appropriate information will be included in its or their annual Directors Report(s).

Page 1

 
Evaluate Topco Limited
 

Directors' report (continued)
For the year ended 31 December 2024

Going concern

The accompanying financial statements have been prepared on the assumption that the company will continue as a going concern. 
 
Caerus PikCo S.à.r.l. and its subsidiaries ("the Group") performed forecasts for 12 months from the signing of these financials and noted resilience in the financials including revenues and the cash position, through the period to date. 
Based on these forecasts and the support of its ultimate parent company, the directors are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future. Further, the company's ultimate parent company, Caerus PikCo S.à.r.l., has committed to provide immediate financial support in case of financial difficulties of the company. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.

Small companies note

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Directors' statement of compliance with duty to promote the success of the company

The directors have acted in a way that they consider in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the period ended 31 December 2024. The following paragraphs summarise how the directors fulfil their duties:

The directors aim to act responsibly and fairly in their engagement with suppliers, customers, regulators, bankers and insurers and are in direct contact on a regular basis. The directors respond quickly and fully to queries from regulators, bankers and insurers as required.
The directors always intend to behave responsibly and to ensure that the business operates in a responsible manner, adhering to high standards of business conduct and good governance. The directors recognize that the maintenance of their good reputation, founded on responsible behaviour is fundamental to their continuing ability to achieve profitable growth for the benefit of all their stakeholders in the future.

This report was approved by the board and signed on its behalf.
 


Vicky Harris
Director

Date: 14 August 2025

Page 2

 
Evaluate Topco Limited
 

Directors' responsibilities statement
For the year ended 31 December 2024

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 judgments 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;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

On behalf of the board:

Vicky Harris
Director

Date: 14 August 2025

Page 3

 
 
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Independent auditor's report to the members of Evaluate Topco Limited
 

Opinion


We have audited the financial statements of Evaluate Topco Limited, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 31 December 2024, and the related notes to the financial statements, including a summary of  material accounting policy information.  

The financial reporting framework that has been applied in the preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’.


In our opinion, Evaluate Topco Limited's financial statements:


give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance for the year then ended; and


have been prepared in accordance with the requirements of the Companies Act 2006.



Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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


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. 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.

Our responsibilities, and the responsibilities of the Directors, with respect to going concern are described in the relevant sections of this report.



Page 4

 
 
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Independent auditor's report to the members of Evaluate Topco Limited (continued)


Other information


Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report . The Directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
the information given in the Directors' report  for the year for which the financial statements are prepared is consistent with the financial statements, and 
the Directors' report  has been prepared in accordance with applicable legal requirements. 


Matters on which we are required to report by exception


In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the  Directors' report .

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of Directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; or
the directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a Strategic Report or in preparing the Directors' Report.
Page 5

 
 
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Independent auditor's report to the members of Evaluate Topco Limited (continued)


Responsibilities of management and those charged with governance for the financial statements
 

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS101 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, 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 intend 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.

Responsibilities of the auditor for the audit of the financial statements
 

The objectives of an auditor 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 their 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.

A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with data protection requirements in the jurisdictions in which the Company operates and holds data and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and local tax legislation. We evaluated management's incentives and opportunities for fradulent manipulation of the financial statements (including risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.
Page 6

 
 
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Independent auditor's report to the members of Evaluate Topco Limited (continued)


Responsibilities of the auditor for the audit of the financial statements (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

In response to these principal risks, our audit procedures included but were not limited to:
inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
inspection of the company’s regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made;
gaining an understanding of the internal controls established to mitigate risk related to fraud;
discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
designing audit procedures o incorporate unpredictability around the nature, timing or extent of our testing;
challenging assumptions and judgements made by management in their significant accounting estimates, including impairment assessment of investments and debtor balances; and
review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those
charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities
 

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.



 
 
Tracey Sullivan (Senior statutory auditor)
for and on behalf of
Grant Thornton
Chartered Accountants &
Statutory Auditors
13-18 City Quay
Dublin 2
 
Date:
 14 August 2025
Page 7

 
Evaluate Topco Limited
 

Statement of comprehensive income
For the year ended 31 December 2024

2024
2023
Note
£000
£000

  

Administrative expenses
  
-
(543)

Operating profit/(loss)
  
-
(543)

Interest receivable
 5 
3,920
3,557

Interest payable
 6 
(4,025)
(3,343)

Loss before tax
  
(105)
(329)

Tax on loss
 7 
-
-

Loss for the year
  
(105)
(329)

There was no other comprehensive income for 2024 (2023:£Nil).

The notes on pages 11 to 19 form part of these financial statements.

Page 8

 
Evaluate Topco Limited
Registered number:10333734

Statement of financial position
As at 31 December 2024

2024
2023
Note
£000
£000

  

Fixed assets
  

Investment
 8 
2,480
2,480

  
2,480
2,480

Current assets
  

Debtors: amounts falling due after more than one year
 9 
43,087
39,167

  
43,087
39,167

Current liabilities
  

Creditors: amounts falling due within one year
 10 
-
-

Net current assets
  
 
 
43,087
 
 
39,167

Total assets less current liabilities
  
45,567
41,647

Creditors: amounts falling due after more than one year
 11 
(44,185)
(40,160)

Net assets
  
1,382
1,487


Capital and reserves
  

Called up share capital 
 12 
8
8

Profit and loss account
 13 
1,374
1,479

Shareholders' funds
  
1,382
1,487


The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by 14 August 2025.

Vicky Harris
Director

The notes on pages 11 to 19 form part of these financial statements.

Page 9

 
Evaluate Topco Limited
 

Statement of changes in equity
For the year ended 31 December 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000

At 1 January 2024
8
1,479
1,487


Comprehensive loss for the year

Loss for the year
-
(105)
(105)


At 31 December 2024
8
1,374
1,382



Statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000

At 1 January 2023
8
1,062
363
1,433


Comprehensive loss for the year

Loss for the year
-
-
(329)
(329)

Issuance of share capital
-
383
-
383

Reduction of capital
-
(1,445)
1,445
-


At 31 December 2023
8
-
1,479
1,487


The notes on pages 11 to 19 form part of these financial statements.

Page 10

 
Evaluate Topco Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

1.


General information

Evaluate Topco Limited is a private limited company which is registered and incorporated in the United Kingdom with a registered number 10333734 and with a registered office at C/O Evaluate Limited, 3 More London Riverside, London, United Kingdom, SE1 2AQ. The company operates as a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

Prior year amounts relating to amounts owed by group undertakings and amounts owed to group undertakings have been reclassified to be presented in their correct classification based on maturity. The reclassification had nil impact on the net assets and loss for the financial year. 

The following principal accounting policies have been applied:

  
2.2

Adoption of new standards issued and effective as of 1 January 2024

The Company has adopted all relevant accounting standards applicable for accounting periods beginning on or after 1 January 2024. None of these have a significant impact on the Company's financial Statements and therefore the disclosures have not been made.

 
2.3

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.


Page 11

 
Evaluate Topco Limited
 

Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

  
2.4

Exemption from preparing consolidated financial statements

The Company has taken advantage of the exemption conferred by Section 401 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the consolidated financial statements of a parent undertaking established under the law of Luxembourg. The financial statements contain information relating to the Company as an individual undertaking and do not contain consolidated financial information as the parent of a group.

 
2.5

Going concern

The accompanying financial statements have been prepared on the assumption that the Company will continue as a going concern.

The Group performed forecasts for 12 months from the signing of these financials and noted resilience in the financials including revenues and the cash position, through the period to date. 

Based on these forecasts and the support of its ultimate parent company, the directors are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future. Further, the company's ultimate parent company, Caerus PikCo S.à.r.l., has committed to provide immediate financial support in case of financial difficulties of the company. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.

 
2.6

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is the Great British Pounds (GBP or £). The financial statements are presented in round thousands (£000).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 12

 
Evaluate Topco Limited
 

Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.


 
2.10

 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

 Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.12

 Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Page 13

 
Evaluate Topco Limited
 

Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.13

 Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

Page 14

 
Evaluate Topco Limited
 

Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)


2.13
 Financial instruments (continued)

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

 
2.14

 Dividends

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenditure.

Impairment of non-financial assets
The Company reviews its investment in subsidiary for any indicators of impairment in value. Determining whether the carrying value of financial assets has been impaired requires an estimation of the value in use of the investment in subsidiaries. This also takes into account other impairment indicators such as projected future operating results and significant negative industry or economic trends.

Impairment of financial assets
The Company measures expected credit losses of a financial instrument in a way that reflects an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes, the time value of money and information about past events, current conditions and forecasts of future economic conditions. When measuring ECL the Company uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.


4.


Employees




The Company has no employees other than the Directors, who did not receive any remuneration (2023: £Nil).


5.


Interest receivable

2024
2023
£000
£000


Interest receivable from group companies
3,920
3,557

Page 15

 
Evaluate Topco Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

6.


Interest payable

2024
2023
£000
£000


Loans from group undertakings
4,025
3,236

Preference share dividends
-
107

4,025
3,343


7.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profits
-
-



Taxation on profit on ordinary activities
-
-

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - higher than) the standard rate of corporation tax in the UK of 23.5% (2023 - 23.5%). The differences are explained below:

2024
2023
£000
£000


Loss on ordinary activities before tax
(105)
(329)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2023 - 23.5%)
(25)
(77)

Effects of:


Group relief (claimed)/surrendered
-
(50)

Income not taxable
25
127

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 16

 
Evaluate Topco Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

8.


Fixed asset investments





Investment in subsidiary company

£000



Cost or valuation


At 1 January 2024
2,480



At 31 December 2024
2,480





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Evaluate Holdco Limited
United Kingdom
Holding company
Ordinary
100%

The subsidiary's registered office is at C/O Evaluate Limited, 3 More London Riverside, London, United Kingdom, SE1 2AQ.


9.


Debtors: Amounts falling due after more than one year

2024
2023
£000
£000

Amounts owed by group undertakings
43,087
39,167


Included in amounts owed by group undertakings are unsecured intercompany loans that carry an interest rate of 10% (2023: 10%) per annum and are repayable on demand. Interest income from the loans recognised during the year amounted to £3,920k (2023: £3,557k).


10.


Creditors: Amounts falling due within one year



Amounts owed to group undertakings include intercompany loans that carry an interest rate of 10% (2023: 10%) per annum and are repayable on demand. Interest expense from the loans recognised during the year amounted to £4,025k (2023: £3,236k).

Page 17

 
Evaluate Topco Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

11.


Creditors: Amounts falling due after more than one year

2024
2023
£000
£000

Amounts owed to group undertakings
42,833
38,808

Preferred share capital presented as liability
1,352
1,352

44,185
40,160


The 940,796 £0.00001 preference shares are redeemable at par by 7 November 2026 and carry a fixed cumulative dividend at 10% per annum, accruing on a daily basis. The total accrued preference dividends included in the liability are £Nil (2023: £411k).

Amounts owed to group undertakings are unsecured and carry interest at 10% (2023: 10%).


12.


Share capital

2024
2023
£000
£000
Shares classified as equity

Authorised, allotted, called up and fully paid



582,669 (2023 - 582,669) A Ordinary shares of £0.01 each
6
6
144,477 (2023 - 144,477) B Ordinary shares of £0.01 each
1
1
1,165 (2023 - 1,165) C Ordinary shares of £1.00 each
1
1

8

8

The company's A Ordinary shares, which carry rights to participate in distribution of income and capital and are non-redeemable, each carry the right to one vote on a show of hands and on a poll, one vote for each share held.

The company's B Ordinary shares, which carry rights to participate in distribution of income and capital and are redeemable, have no voting rights.

The company's C Ordinary shares, which carry rights to participate in distribution of income and capital and are non-redeemable, each carry the right to one vote on a show of hands and on a poll, one hundred votes for each share held.

The Company issued two shares with a par value of £0.01 in exchange for a consideration amounting to £383k.

In 2023, the group underwent restructuring resulting in the reduction of the Company's share premium.

Page 18

 
Evaluate Topco Limited
 
 
Notes to the financial statements
For the year ended 31 December 2024

13.


Reserves

Share capital

Nominal value of share capital subscribed for.

Profit and loss account

Cumulative profits or losses, net of dividends paid and other adjustments.


14.


Related party transactions

The Company has availed itself of the exemption under Financial Reporting Standard 101 section 8(k) not to give details of related party transactions with fellow group companies as they are 100% controlled by Caerus PikCo S.à.r.l.


15.


Post balance sheet events

There have been no significant post balance sheet events that require disclosure in the financial statements.


16.


Controlling party

The immediate parent company is Redwood Bidco Limited, a company incorporated and registered in the UK. The Company's ultimate parent company is Caerus PikCo S.à.r.l., a company incorporated and registered in Luxembourg.
The smallest and largest group of undertakings for which group accounts are drawn up and of which the Company is included is the group headed by Caerus PikCo S.à.r.l..
Copies of the consolidated financial statements of Caerus PikCo S.à.r.l. are available on request from their registered offices.
The registered office of Caerus PikCo S.à.r.l. is at 412F, route d’Esch, L-1471 Luxembourg.
Page 19