REGISTERED NUMBER: 12636077 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

EVOLVE 4 SOLUTIONS 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 Tracey

Mr P G Graham

REGISTERED OFFICE:

2-8 The Interchange Latham Road

Huntingdon

Cambridgeshire

PE29 6YE

REGISTERED NUMBER:

12636077 (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 business continues to experience growth, with several new contracts being successfully secured, further strengthening our market position. The product is being continually enhanced to provide a secure base upon which new business can be launched.

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 Tracey

Mr P G Graham

CHARITABLE DONATIONS

During the year the company made charitable donations of £6,000 (2023: £58)

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 Solutions 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 loss 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 law, UK tax laws and company law. 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

4,027,989

911,343

Cost of sales

3,185,583

814,683

GROSS PROFIT

842,406

96,660

Administrative expenses

1,002,662

512,511

(160,256

)

(415,851

)

Other operating income

17,744

103,967

OPERATING LOSS

5

(142,512

)

(311,884

)

Interest receivable and similar income

588

76

LOSS BEFORE TAXATION

(141,924

)

(311,808

)

Tax on loss

6

9,749

(22,217

)

LOSS FOR THE FINANCIAL YEAR

(151,673

)

(289,591

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(151,673

)

(289,591

)

FIXED ASSETS

Intangible assets

7

2,117,339

168,220

Tangible assets

8

58,881

20,995

2,176,220

189,215

CURRENT ASSETS

Debtors

9

711,274

715,085

Cash at bank

429,024

386,792

1,140,298

1,101,877

CREDITORS

Amounts falling due within one year

10

3,860,495

1,683,396

NET CURRENT LIABILITIES

(2,720,197

)

(581,519

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(543,977

)

(392,304

)

CAPITAL AND RESERVES

Called up share capital

12

100

100

Retained earnings

13

(544,077

)

(392,404

)

SHAREHOLDERS' FUNDS

(543,977

)

(392,304

)

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

(102,813

)

(102,713

)

Changes in equity

Total comprehensive income

-

(289,591

)

(289,591

)

Balance at 31 December 2023

100

(392,404

)

(392,304

)

Changes in equity

Total comprehensive income

-

(151,673

)

(151,673

)

Balance at 31 December 2024

100

(544,077

)

(543,977

)

1.	STATUTORY INFORMATION

Evolve 4 Solutions 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.

Intangible assets

Intangible assets are initially measures at cost. After initial recognition, intangible assets re measured at cost less any accumulated amortsation and any accumulated impairment losses.

Assets under construction are not amortised until they are completed and available for use. Once the asset is brought into use, it is transferred to the appropriate asset category and amortisation commences in line with the entity's amortisation policy for that category.

The carrying amount of the asset under construction is reviewed for indicators of impairment at each balance sheet date.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

20% on cost

Computer and office equipmt

-

25% on cost

Tangible fixed assets are stated at historical cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Financial instruments

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income and under administrative expenses.

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

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.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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 loss 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 Kingdom

4,027,989

911,343

4,027,989

911,343

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

939,292

432,335

Social security costs

93,522

39,361

Other pension costs

104,073

12,719

1,136,887

484,415

The average number of employees during the year was as follows:

2024

2023

Directors

-

1

Engineers

16

9

Admin

20

2

36

12

2024

2023

£

£

Directors' remuneration

-

40,933

During the year, amounts totalling £1,302,198 (2023: £168,220) of salaries, employer's national insurance and employers pension contributions have been capitalised under intangible fixed assets.

5.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Other operating leases

22,500

17,868

Depreciation - owned assets

15,261

3,412

Auditors' remuneration

6,000

5,750

Foreign exchange differences

1,631

117

6.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the loss for the year was as follows:

2024

2023

£

£

Deferred tax

9,749

(22,217

)

Tax on loss

9,749

(22,217

)

Reconciliation of total tax charge/(credit) included in profit and loss

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

2024

2023

£

£

Loss before tax

(141,924

)

(311,808

)

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

(35,481

)

(77,952

)

Effects of:

Expenses not deductible for tax purposes

2,155

(20,230

)

Capital allowances in excess of depreciation

(9,601

)

(3,834

)

Utilisation of tax losses

(147

)

-

Group relief

43,074

74,985

Losses for the year carried forward

-

27,031

Deferred tax movement

9,749

(22,217

)

Total tax charge/(credit)

9,749

(22,217

)

7.	INTANGIBLE FIXED ASSETS

Assets

under

construction

£

COST

At 1 January 2024

168,220

Additions

1,949,119

At 31 December 2024

2,117,339

NET BOOK VALUE

At 31 December 2024

2,117,339

At 31 December 2023

168,220

8.	TANGIBLE FIXED ASSETS

Computer

Fixtures

and

and

office

fittings

equipmt

Totals

£

£

£

COST

At 1 January 2024

1,050

30,427

31,477

Additions

-

53,147

53,147

At 31 December 2024

1,050

83,574

84,624

DEPRECIATION

At 1 January 2024

70

10,412

10,482

Charge for year

210

15,051

15,261

At 31 December 2024

280

25,463

25,743

NET BOOK VALUE

At 31 December 2024

770

58,111

58,881

At 31 December 2023

980

20,015

20,995

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

476,927

410,220

Other debtors

59,938

26,955

Deferred tax asset

59,710

69,459

Prepayments and accrued income

114,699

208,451

711,274

715,085

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

139,292

226,836

Amounts owed to group undertakings

2,931,853

742,429

Social security and other taxes

72,583

14,622

VAT

53,121

63,548

Other creditors

21,455

4,475

Accruals and deferred income

642,191

631,486

3,860,495

1,683,396

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

30,000

30,000

Between one and five years

47,250

77,250

77,250

107,250

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

1

100

100

13.

RESERVES

Retained

earnings

£

At 1 January 2024

(392,404

)

Deficit for the year

(151,673

)

At 31 December 2024

(544,077

)

14.	RELATED PARTY DISCLOSURES

During the period ended 31 December 2024, the company traded with connected companies. The total purchases in the period amounted to £Nil (2023: £22,478), and the total sales in the period amounted to £434,263 (2023: £38,825).

Within amounts owed to group undertakings is £2,340,000 (2023: £500,000) which is owed to the parent of the company. There is no interest charged on the loan and there are no fixed terms of repayment.

15.	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 2-8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE.