REGISTERED NUMBER: 12515946 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

EVOLVE 4 LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

Mrs J Wild

Mr M A McDonnell

Mr P G Graham

Mr P Tracey

REGISTERED OFFICE:

2-8 The Interchange Latham Road

Huntingdon

Cambridgeshire

PE29 6YE

REGISTERED NUMBER:

12515946 (England and Wales)

AUDITORS:

Cube Partners Limited

Chartered Accountants and Registered Auditors

5 Giffard Court

Millbrook Close

Northampton

Northamptonshire

NN5 5JF

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of software development.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

The product and services are being continually enhanced to provide a secure base upon which new business and contracts can be secured.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mrs J Wild

Mr M A McDonnell

Mr P G Graham

Mr P Tracey

PRINCIPAL RISKS AND UNCERTAINTIES

Price risk

Price risk remains a key consideration for the business,. The company continues to develop robust risk management strategies, including strategic sourcing and investigating flexible pricing arrangements to mitigate the potential effects of price volatility.

Credit risk

The company has a limited exposure to credit risk through its trade receivables. The long-standing relationships we have with our customers help to mitigate this risk, further supported by our trading terms which significantly reduce the potential for losses. Credit control procedures are in place and outstanding balances closely monitored.

Liquidity risk

Liquidity risk is a key area of focus, as it represents the potential inability to settle financial obligations in a timely manner. The company actively manages this risk by maintaining adequate reserves, closely monitoring cash flows, and ensuring access to sufficient lines of credit.

Cash flow risk

To mitigate cash flow risk, we closely monitor our cash flow projections and maintain adequate reserves alongside aligning supplier and customer payment terms wherever possible to ensure consistent cash flow.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Cube Partners Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr P Tracey - Director

24 September 2025

Opinion

We have audited the financial statements of Evolve 4 Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Auditors' 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.

Material uncertainty relating to going concern

We draw attention to note 2 to the financial statements, which states there is a combined negative balance sheet position of Evolve 4 Group Ltd and its subsidiaries at the balance sheet date. These conditions 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors assessment of the entity’s ability to continue to adopt the going concern basis of accounting included our evaluation of managements financial information including forecasts and the ultimate parent company financial position. 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Auditors' 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 a Report of the Auditors 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:

We considered the central laws and regulations to the entity and identified those of significance to the entity. The significant laws and regulations include GDPR, employment and company laws. We undertook an enquiry of management and those charged with governance to evaluate those of significance and any instances of non-compliance or any instances of actual or potential fraud in the year.

Through discussion, and where appropriate, written representation, we obtained an understanding of the entity’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud.

Where necessary documentation scrutiny was used to determine the significance of any instances of non-compliance of central laws and regulations.

We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

The risk of management override of controls and understatement of revenue were identified to have the greatest risk of material misstatement from irregularities, including fraud, on the financial statements. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of regularities, sample testing on the posting of journals, reviewing of regulatory correspondence and professional fees and detailed substantive testing on the completeness of income.

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 will be 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 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 Report of the Auditors.

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 a Report of the Auditors 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.

Steven Jones (Senior Statutory Auditor)

for and on behalf of Cube Partners Limited

Chartered Accountants and Registered Auditors

5 Giffard Court

Millbrook Close

Northampton

Northamptonshire

NN5 5JF

25 September 2025

TURNOVER

3

421,386

448,620

Cost of sales

608

44

GROSS PROFIT

420,778

448,576

Administrative expenses

81,545

187,923

OPERATING PROFIT and

PROFIT BEFORE TAXATION

339,233

260,653

Tax on profit

6

40,279

7,845

PROFIT FOR THE FINANCIAL YEAR

298,954

252,808

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

298,954

252,808

CURRENT ASSETS

Debtors

7

412,271

167,695

Cash at bank

22,607

32,869

434,878

200,564

CREDITORS

Amounts falling due within one year

8

46,129

110,769

NET CURRENT ASSETS

388,749

89,795

TOTAL ASSETS LESS CURRENT LIABILITIES

388,749

89,795

CAPITAL AND RESERVES

Called up share capital

9

100

100

Retained earnings

10

388,649

89,695

SHAREHOLDERS' FUNDS

388,749

89,795

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

Mr P Tracey - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

(163,113

)

(163,013

)

Changes in equity

Total comprehensive income

-

252,808

252,808

Balance at 31 December 2023

100

89,695

89,795

Changes in equity

Total comprehensive income

-

298,954

298,954

Balance at 31 December 2024

100

388,649

388,749

1.	STATUTORY INFORMATION

Evolve 4 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Significant judgements and estimates

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

(ii) Impairment of debtors

The company makes an estimate of the recoverable value of trade and debtors. When assessing impairment

of trade and other debtors, management considers,factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Turnover

Turnover is measured at the fair value of consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue from services is recognised when the service is provided and the right to consideration earned. To the extent that the service is provided but no billing made, the amount is recognised as revenue and recorded as accrued income. Sales made in advance of services being provided are recognised as deferred income.

Financial instruments

The Company only enters into basic financial instruments transactions that resulted in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence if impairment. If objective evidence of impairment is found, an impairment loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Going concern

The financial statements have been prepared on a going concern basis. The combined balance sheet position of Evolve 4 Group Ltd and its subsidiaries show a negative balance sheet position at the year end. The company is reliant upon the continuing financial support of the ultimate parent company, which it has given. The going concern basis for the preparation of the financial statements is therefore considered appropriate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United States of America

421,386

448,620

421,386

448,620

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Other operating leases

7,500

5,956

Auditors' remuneration

4,200

4,000

Foreign exchange differences

6,596

4,399

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

40,279

-

Deferred tax

-

7,845

Tax on profit

40,279

7,845

UK corporation tax has been charged at 25% .

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

339,233

260,653

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

84,808

65,163

Effects of:

Expenses not deductible for tax purposes

-

17,637

Utilisation of tax losses

-

(7,815

)

Group relief

(44,529

)

(74,985

)

Deferred tax adjustment

-

7,845

Total tax charge

40,279

7,845

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

-

109,412

Amounts owed by group undertakings

411,748

57,212

VAT

523

1,071

412,271

167,695

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Tax

40,279

-

Accruals and deferred income

5,850

110,769

46,129

110,769

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

1

100

100

10.

RESERVES

Retained

earnings

£

At 1 January 2024

89,695

Profit for the year

298,954

At 31 December 2024

388,649

11.	RELATED PARTY DISCLOSURES

There has been no remuneration paid to key management personnel during the year.

12.	ULTIMATE CONTROLLING PARTY

The directors do not consider there to be one ultimate controlling party.

The immediate parent is Evolve 4 Group Limited, a company incorporated in England and Wales. Their registered office is 2-8 The Interchange Latham Road, Huntingdon, Cambridgeshire, PE29 6YE.

The smallest company in which the company's results are consolidated is Hilton Foods Limited, a company incorporated in Northern Ireland. Their registered office is Carson Mcdowell LLP, Murray House, Murray Street, Belfast, Northern Ireland, BT1 6DN.

The largest company in which the company's results are consolidated is Hilton Food Group Plc, a company incorporated in the UK. The registered office of the company is s 2-8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE.