REGISTERED NUMBER: 12719900 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

EVOLVE 4 GROUP 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:

12719900 (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 a holding company.

DIVIDENDS

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

FUTURE DEVELOPMENTS

The product and services of the group 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 Group 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, tax law 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

-

-

Administrative expenses

54,920

53,677

OPERATING LOSS and

LOSS BEFORE TAXATION

(54,920

)

(53,677

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL YEAR

(54,920

)

(53,677

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(54,920

)

(53,677

)

FIXED ASSETS

Intangible assets

6

276,434

325,334

Tangible assets

7

1,133

1,333

Investments

8

200

200

277,767

326,867

CURRENT ASSETS

Debtors

9

180,105

185,217

CREDITORS

Amounts falling due within one year

10

666,218

417,705

NET CURRENT LIABILITIES

(486,113

)

(232,488

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(208,346

)

94,379

CREDITORS

Amounts falling due after more than one year

11

-

247,805

NET LIABILITIES

(208,346

)

(153,426

)

CAPITAL AND RESERVES

Called up share capital

12

10,000

10,000

Retained earnings

13

(218,346

)

(163,426

)

SHAREHOLDERS' FUNDS

(208,346

)

(153,426

)

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

10,000

(109,749

)

(99,749

)

Changes in equity

Total comprehensive income

-

(53,677

)

(53,677

)

Balance at 31 December 2023

10,000

(163,426

)

(153,426

)

Changes in equity

Total comprehensive income

-

(54,920

)

(54,920

)

Balance at 31 December 2024

10,000

(218,346

)

(208,346

)

1.	STATUTORY INFORMATION

Evolve 4 Group 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.

Preparation of consolidated financial statements

The financial statements contain information about Evolve 4 Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

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

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

-

10% 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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand.

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.

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.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Directors' remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Depreciation - owned assets

200

667

Goodwill amortisation

48,900

48,800

Auditors' remuneration

3,720

3,600

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Reconciliation of total tax charge 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

(54,920

)

(53,677

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2023 - 19%)

(10,435

)

(10,199

)

Effects of:

Expenses not deductible for tax purposes

9,330

9,310

Tax losses carried forward

-

889

Group relief

1,105

-

Total tax charge

-

-

6.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

488,000

AMORTISATION

At 1 January 2024

162,666

Amortisation for year

48,900

At 31 December 2024

211,566

NET BOOK VALUE

At 31 December 2024

276,434

At 31 December 2023

325,334

7.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 January 2024

and 31 December 2024

2,000

DEPRECIATION

At 1 January 2024

667

Charge for year

200

At 31 December 2024

867

NET BOOK VALUE

At 31 December 2024

1,133

At 31 December 2023

1,333

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

200

NET BOOK VALUE

At 31 December 2024

200

At 31 December 2023

200

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Evolve 4 Limited

Registered office: 2-8 The Interchange Latham Road, Huntingdon, Cambridgeshire, PE29 6YE

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

388,749

89,795

Profit for the year

298,954

252,808

Evolve 4 Solutions Limited

Registered office: 2-8 The Interchange Latham Road, Huntingdon, Cambridgeshire, PE29 6YE

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

(543,977

)

(392,304

)

Loss for the year

(151,673

)

(289,591

)

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

180,105

185,217

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

-

72

Amounts owed to group undertakings

243,941

172,750

Other creditors

416,997

240,383

Accruals and deferred income

5,280

4,500

666,218

417,705

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Other creditors

-

247,805

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

5,000

Ordinary A

1

5,000

5,000

5,000

Ordinary B

1

5,000

5,000

500

Ordinary C

1

-

-

10,000

10,000

13.

RESERVES

Retained

earnings

£

At 1 January 2024

(163,426

)

Deficit for the year

(54,920

)

At 31 December 2024

(218,346

)

14.	RELATED PARTY DISCLOSURES

Included within other creditors is a balance of £71,191 (2023: £142,383), owed to a company owned by two of the directors.

Within amounts owed to group undertakings is £243,941 (2023: £172,750) which is owed to the parent of the company.

15.	ULTIMATE CONTROLLING PARTY

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

The immediate parent 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 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.