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Registered number: 05659614














EVOLVE B G LIMITED





ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

 
EVOLVE B G LIMITED
 

COMPANY INFORMATION


Directors
R. Brown 
A. Cole 
J. Shaw 
R. Stephenson-Brown 
L. Simpson (appointed 31 October 2024)




Company secretary
J. Shaw



Registered number
05659614



Registered office
EvolveODM
1 Smithy Court

Smithy Brook Road

Wigan

WN3 6PS




Independent auditors
AAB Audit & Accountancy Limited

Gresham House

5-7 St Pauls Street

Leeds

LS1 2JG





 
EVOLVE B G LIMITED
 

CONTENTS



Page
Strategic report
 
 
1 - 2
Directors' report
 
 
3 - 4
Independent auditors' report
 
 
5 - 8
Statement of comprehensive income
 
 
9
Statement of financial position
 
 
10
Statement of changes in equity
 
 
11
Notes to the financial statements
 
 
12 - 29


 
EVOLVE B G LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025

Introduction
 
Evolve BG Limited (the “Company”) offers proactive and human-centric digital solutions to keep businesses running smoothly 24/7/365. With smart systems and agile procedures; including a fully manned, multilingual support desk, Evolve identify and fix problems before they are even noticed by their customers. With four primary services - SD-WAN (EvolveWAN), IT support (EvolveIT), Business Connectivity (EvolveISP) and Guest Wi-Fi (EvolveODM), - they provide one-stop solutions for all telecom needs. Their SD-WAN technology allows the Company to deliver top-spec hardware with software-defined WAN paths that offer layers of redundancy, ensuring high availability and cloud-based control. Evolve's core ethos for its employees is acting with pace, curiosity and dedication.

Business review
 
These Financial Statements have been prepared for the year ending 31 January 2025.
The Company has performed strongly over the 12-month period to 31 January 2025 with revenues increasing to £20.7m from £14.4m in FY24 (44% increase year on year). The Company has good visibility of its monthly revenues with 87% of revenue in the year being from recurring sources. The Company’s results show a profit before tax of £2.1m (2024: £0.7m loss) in the 12-month period to 31 January 2025.
The Company is certified against ISO 9001:2015 Quality Management, ISO 27001:2022 Information Security Management, PCI-DSS and Cyber Essentials. 

Financial key performance indicators

Turnover: £20.7m (2024: £14.4m) 
Gross Profit: £9.9m (2024: £6.2m) 
Profit/(loss) before tax: £2.1m (2024: £0.7m loss) 
Recurring revenue: £18.1m (2024: £13.8m)
Average number of employees: 117 (2024: 70)

Page 1

 
EVOLVE B G LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025

Principal risks and uncertainties
 
The directors regularly review the business risks and uncertainties. The key ones are deemed to be:
Increased Competition 
The telecommunications and managed network services markets could become more competitive resulting increased competition. As a Company, we embrace this by continuously striving for customer service excellence and maintaining a relentless focus on improving customer site uptime and service levels across the board. Our commitment to unparalleled service ensures that we not only thrive amidst the intensifying competition but also emerge as industry leaders, setting new standards for customer satisfaction and overall performance.
Key Resources
The Company is managed by key personnel, including executive directors and senior management who have significant experience within the Company and may be difficult to replace. Additionally, the Company depends on being able to recruit and retain skilled employees to provide exceptional levels of customer service to new and existing clients. The Company is mitigating this risk by investing in additional highly skilled senior management and succession planning. This strategic approach not only safeguards the continuity of our operations but also reinforces our commitment to consistently deliver top-notch service to our valued clients.

Customer Concentration
The Company has historically had a relatively high level of customer concentration, with a small number of customers accounting for a significant proportion of revenue. While this concentration has reduced over the past 12 months, it remains a key area of focus. The Company is mitigating this risk through heavy investment in the sales and business development function. This investment has already started to pay off as significant progress in this area has been seen due to the increased focus.
Supplier Dependence
The Company relies on a limited number of key technology suppliers. Any disruption to these services could impact operational performance. This risk is mitigated by strong, long-standing relationships with suppliers and a network of alternative providers to ensure business continuity if needed.
Data Protection and IT Security
The Company handles confidential data and therefore data protection and IT security are critical. There is a risk that a data breach or security issue could cause irreparable reputational damage to the brand resulting in loss of customers. This could also have legal or regulatory implications. The Company is mitigating this risk through processes and procedures coupled with data protection policies and training across all employees and continual upgrading of software and security equipment as well as continual monitoring and assessment across the business. The Company has also mitigated our risk in this area through a partnership with Purple WiFi, as a result of this partnership, the Company no longer store personal customer information from the Guest WiFi platform.

Future developments
 
As a leading managed network and IT services provider, the Company remains firmly committed to realising ambitious growth targets in the coming financial year ending 31 January 2026 and beyond. This dedication stems from continued investments into critical areas, namely systems/automation and workforce expansion. 
The foundations have been laid for seamless scalability to accommodate the evolving needs of the ever-growing customer base and meet the surging demand for developing services. 


This report was approved by the board on 7 July 2025 and signed on its behalf.



L. Simpson
Director

Page 2

 
EVOLVE B G LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025

The Directors present their report and the financial statements for the year ended 31 January 2025.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,931,345 (2024 - loss £733,537).

Particulars of recommended dividends are detailed in note 13 to the financial statements. 

Directors

The Directors who served during the year and up to the date of this report were:

R. Brown 
A. Cole 
J. Shaw 
R. Stephenson-Brown 
L. Simpson (appointed 31 October 2024)

Matters covered in the Strategic Report

The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the Company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Page 3

 
EVOLVE B G LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

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

Auditors

Under section 487(2) of the Companies Act 2006AAB Audit & Accountancy Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 7 July 2025 and signed on its behalf.
 





L. Simpson
Director

Page 4

 
EVOLVE B G LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVOLVE B G LIMITED
 

Opinion


We have audited the financial statements of Evolve B G Limited (the 'Company') for the year ended 31 January 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 January 2025 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 United Kingdom, including the Financial Reporting Council'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.


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 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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Page 5

 
EVOLVE B G LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVOLVE B G LIMITED (CONTINUED)

Opinion 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


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 Strategic report or 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 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, 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.


Page 6

 
EVOLVE B G LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVOLVE B G LIMITED (CONTINUED)

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 an Auditors' report 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.


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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 , UK Taxation legislation, GDPR and UK employment law.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:
 
Management override of controls to manipulate the company’s key performance indicators to meet targets.
Timing of revenue recognition.
Management judgement applied in calculating provisions.
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included:

Testing of journal entries and other adjustments for appropriateness.
Reviewing judgements made by management in their calculation of accounting estimates for potential management bias.
Enquiries of management about litigation and claims and inspection of relevant correspondence.
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations.
Analytical procedures to identify any unusual or unexpected trends or relationship.
Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud. 


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 Auditors' report.


Page 7

 
EVOLVE B G LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVOLVE B G LIMITED (CONTINUED)

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 2006Our 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 Auditors' 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.





Ross Preston CA (Senior statutory auditor)
  
for and on behalf of
AAB Audit & Accountancy Limited
 
Statutory Auditor
  
Gresham House
5-7 St Pauls Street
Leeds
LS1 2JG

7 July 2025
Page 8

 
EVOLVE B G LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025

2025
2024
Note
£
£

  

Turnover
 4 
20,730,566
14,422,654

Cost of sales
  
(10,802,446)
(8,222,058)

Gross profit
  
9,928,120
6,200,596

Distribution costs
  
(167,647)
(270,917)

Administrative expenses
  
(7,973,079)
(6,220,099)

Operating profit/(loss)
 5 
1,787,394
(290,420)

Income from fixed asset investments
 9 
434,000
412,000

Amounts written off investments
  
(1)
(747,656)

Interest receivable and similar income
 10 
964
2,028

Interest payable and similar expenses
 11 
(140,763)
(94,104)

Profit/(loss) before tax
  
2,081,594
(718,152)

Tax charge for the year
 12 
(150,249)
(15,385)

Profit/(loss) for the financial year
  
1,931,345
(733,537)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

The notes on pages 12 to 29 form part of these financial statements.

All the activities of the Company are from continuing operations.

Page 9

 
EVOLVE B G LIMITED
REGISTERED NUMBER:05659614

STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
1,478,791
1,453,420

Tangible assets
 15 
766,141
517,546

Investments
 16 
21,713
21,714

Investment property
 17 
484,493
484,493

  
2,751,138
2,477,173

Current assets
  

Stocks
 18 
95,163
171,393

Debtors: amounts falling due within one year
 19 
3,319,154
2,858,351

Cash at bank and in hand
  
4,685,990
495,013

  
8,100,307
3,524,757

Creditors: amounts falling due within one year
 20 
(7,877,397)
(4,270,168)

Net current assets/(liabilities)
  
 
 
222,910
 
 
(745,411)

Total assets less current liabilities
  
2,974,048
1,731,762

Creditors: amounts falling due after more than one year
 21 
-
(594,308)

Provisions for liabilities
  

Deferred tax
 22 
(125,000)
(24,751)

  
 
 
(125,000)
 
 
(24,751)

Net assets
  
2,849,048
1,112,703


Capital and reserves
  

Called up share capital 
 23 
100
100

Profit and loss account
 24 
2,848,948
1,112,603

  
2,849,048
1,112,703


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 July 2025.




L. Simpson
Director

The notes on pages 12 to 29 form part of these financial statements.

Page 10

 
EVOLVE B G LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 February 2023
100
2,206,140
2,206,240


Comprehensive loss for the year

Loss for the year
-
(733,537)
(733,537)
Total comprehensive loss for the year
-
(733,537)
(733,537)


Contributions by and distributions to owners

Dividends: Equity capital
-
(360,000)
(360,000)



At 1 February 2024
100
1,112,603
1,112,703


Comprehensive income for the year

Profit for the year
-
1,931,345
1,931,345
Total comprehensive income for the year
-
1,931,345
1,931,345


Contributions by and distributions to owners

Dividends: Equity capital
-
(195,000)
(195,000)


At 31 January 2025
100
2,848,948
2,849,048


The notes on pages 12 to 29 form part of these financial statements.

Page 11

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

1.


General information

Evolve B G Limited (the "Company") is a private company limited by shares, incorporated and registered in England & Wales in the UK. The registered number is 05659614 and the registered address is EvolveODM, 1 Smithy Court, Smithy Brook Road, Wigan, Lancashire, WN3 6PS. 
The principal activity of the Company is information technology activities. 

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are prepared in sterling, which is the functional currency of the entity.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Evolve B G Holdings Limited as at 31 January 2025 and these financial statements may be obtained from 1 Smithy Court, Smithy Brook Road, Wigan, Lancashire, WN3 6PS.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 12

 
EVOLVE B G LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on the basis that the Company can continue to operate as a going concern.
The Directors are of the opinion, based on forecasts prepared, that the Company has adequate working capital to execute its operations for at least the next 12 months, from the date of approval of the accounts.
Having regard to the above, the Directors believe it appropriate to adopt the going concern basis of accounting in preparing the financial statement.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is sterling.

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 .

Page 13

 
EVOLVE B G LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.7

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which is disclosed in accounting policy 2.12.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 14

 
EVOLVE B G LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.9

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.

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 15

 
EVOLVE B G LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years straight line
Computer software
-
5
years straight line

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 16

 
EVOLVE B G LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method, with the exception of motor vehicles which are depreciated on a reducing balance basis.

Depreciation is provided on the following basis:

Leasehold improvements
-
20%
straight line
Motor vehicles
-
25%
reducing balance
Fixtures and fittings
-
15%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.15

Investment property

Investment property is carried at fair value determined by the directors in conjunction with external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 17

 
EVOLVE B G LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Company only enters into basic financial instrument transactions that result 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 ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position 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.

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 18

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the date of the statement of financial position and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. Details of these judgements are set out in the accounting policies.
Key sources of estimation uncertainty
The estimates and assumptions which have a heightened risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
Valuation of goodwill
Goodwill represents the value associated with the hive up of the trade and assets of both GB3 Limited and 4G Voice and Data Limited in the prior year. To assess the recoverability of goodwill each year, the Director's review the results in relation to the cash generating units, alongside expected future results.
Valuation of investment property
The Directors have estimated the value of investment property based on the purchase price in November 2023, current market conditions and sale prices of similar properties in the area. Any significant changes since the date of acquisition are taken into account when making this assessment. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Services
18,110,737
13,794,142

Goods
2,619,829
628,512

20,730,566
14,422,654


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
10,367,732
7,197,229

Rest of Europe
3,628,887
3,662,312

Rest of the world
6,733,947
3,563,113

20,730,566
14,422,654


Page 19

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

5.


Operating profit/(loss)

The operating profit is stated after charging/(crediting):

2025
2024
£
£

Amortisation of intangible assets
179,720
201,851

Depreciation of tangible assets
161,132
111,718

Profit on disposal of tangible assets
-
(3,725)

Impairment of trade debtors
12,891
5,563

Exchange differences
(64,050)
61,987

Other operating lease rentals
184,531
120,284


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
23,995
18,250

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


7.


Employees

Staff costs, including Directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
4,870,330
2,540,463

Social security costs
498,923
257,703

Cost of defined contribution scheme
242,442
149,556

5,611,695
2,947,722


The average monthly number of employees, including the Directors, during the year was as follows:


        2025
        2024
            No.
            No.







Management
5
6



Adminstration
112
64

117
70

Page 20

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
247,059
74,637

Company contributions to defined contribution pension schemes
77,018
48,000

324,077
122,637


During the year retirement benefits were accruing to 5 Directors (2024 - 4) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £49,330 (2024 - £23,291).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £32,000 (2024 - £12,000).


9.


Income from investments

2025
2024
£
£

Dividends from group companies
434,000
412,000

434,000
412,000







10.


Interest receivable and similar income

2025
2024
£
£


Other interest receivable
964
2,028

964
2,028


11.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
22,891
80,280

Other loan interest payable
37,917
13,824

Loans from group undertakings
79,955
-

140,763
94,104

Page 21

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
50,000
-


Total current tax
50,000
-

Deferred tax


Origination and reversal of timing differences
100,249
15,385

Total deferred tax
100,249
15,385


Tax charge for the year
150,249
15,385

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 24%). The differences are explained below:

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
2,081,594
(718,152)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 24%)
520,399
(172,356)

Effects of:


Expenses not deductible for tax purposes
58,203
192,011

Capital allowances for year in excess of depreciation
-
52,493

Utilisation of tax losses
(93,287)
-

Deferred tax not recognised
8,599
104,032

Adjustment in research and development tax credit leading to a decrease in the tax charge
(61,542)
(66,288)

Dividends from UK companies
(108,500)
(98,880)

Group relief
(173,623)
4,373

Total tax charge for the year
150,249
15,385


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

13.


Dividends

2025
2024
£
£

Ordinary A Shares


Dividends paid on ordinary A shares
117,000
216,000


Dividends paid on ordinary B shares
78,000
144,000

195,000
360,000


14.


Intangible assets




Patents
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 February 2024
104,574
13,000
1,664,271
1,781,845


Additions
-
205,091
-
205,091



At 31 January 2025

104,574
218,091
1,664,271
1,986,936



Amortisation


At 1 February 2024
104,574
-
223,851
328,425


Charge for the year on owned assets
-
14,493
165,227
179,720



At 31 January 2025

104,574
14,493
389,078
508,145



Net book value



At 31 January 2025
-
203,598
1,275,193
1,478,791



At 31 January 2024
-
13,000
1,440,420
1,453,420

In the prior year, the trade and assets of Urban Origin Limited, GB3 Limited and 4G Voice and Data Limited were hived up to Evolve B G Limited. The group reorganisation was been accounted for using acquisition accounting and the resulting goodwill was capitalised and is being amortised over 10 years. The reason for selecting this period was that the acquisitions have contributed to a new revenue stream, thus increasing group turnover and profitability.



Page 23

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

15.


Tangible fixed assets





Short-term leasehold property
Motor vehicles
Fixtures and fittings
Total

£
£
£
£



Cost or valuation


At 1 February 2024
204,243
4,000
529,455
737,698


Additions
302,651
-
107,076
409,727


Disposals
-
-
(1,680)
(1,680)



At 31 January 2025

506,894
4,000
634,851
1,145,745



Depreciation


At 1 February 2024
67,318
3,447
149,387
220,152


Charge for the year on owned assets
72,065
123
88,944
161,132


Disposals
-
-
(1,680)
(1,680)



At 31 January 2025

139,383
3,570
236,651
379,604



Net book value



At 31 January 2025
367,511
430
398,200
766,141



At 31 January 2024
136,925
553
380,068
517,546


16.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 February 2024
21,714


Amounts written off
(1)



At 31 January 2025
21,713






Net book value



At 31 January 2025
21,713



At 31 January 2024
21,714

Page 24

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Evolve B G Inc.
Ordinary
100%
Evolve B G GmBH
Ordinary
100%
Urban Origin Limited
Ordinary
100%
GB3 Limited (indirect holding)
Ordinary
100%
4G Voice and Data Limited
Ordinary
100%
5G Voice and Data Limited
Ordinary
100%

The registered office of all the UK subsidiary companies is 1 Smithy Court, Smithy Brook Road,Wigan England, WN3  6PS.
The registered office of Evolve B G Inc is 6 Liberty Square 6203, Boston MA, 02109.
The registered office of Evolve B G GmBH is Koenigstrasse 27, 70173 Stuttgart.
All subsidiary companies operate in the telecommunications industry with the exception of Urban Origin Limited which is a holding company.
During the year, Urban Origin Limited, GB3 Limited, 4G Voice and Data Limited & 5G Voice and Data Limited were all dissolved via voluntary strike off. The amounts written off investments of £1 relates to 5G Voice and Data Limited. All other investments were written down to £nil in the prior year following the hive up of the trade and assets into the Company. Further details of the resulting goodwill are provided in note 14. 

17.


Investment property


Freehold investment property

£



Cost or Valuation and Net Book Value


At 1 February 2024
484,493



At 31 January 2025
484,493

The Directors have reviewed the valuation of the investment property at the year end and have concluded that the valuation still reflects the current market value based on current market conditions.



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2025
2024
£
£


Historic cost
484,493
484,493

484,493
484,493

Page 25

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

18.


Stocks

2025
2024
£
£

Finished goods and goods for resale
95,163
171,393

95,163
171,393


The difference between purchase price or production cost of stocks and their replacement cost is not material.


19.


Debtors

2025
2024
£
£


Trade debtors
2,040,022
2,055,713

Amounts owed by group undertakings
2,567
1,458

Other debtors
5,769
6,600

Prepayments and accrued income
1,270,796
794,580

3,319,154
2,858,351



20.


Creditors: Amounts falling due within one year

2025
2024
£
£

Bank loans
-
345,586

Trade creditors
2,493,869
1,748,012

Deferred consideration
421,210
421,210

Amounts owed to group undertakings
1,392,369
409,912

Corporation tax
50,000
-

Other taxation and social security
274,412
212,769

Other creditors
54,471
370,208

Accruals and deferred income
3,191,066
762,471

7,877,397
4,270,168


As at the reporting date, the Company has granted security in favour of BGF Nominees Limited. This includes both a fixed and floating charge over all present and future assets, undertakings, and property of the Company, as well as a negative pledge restricting the Company from creating any further security over its assets without the prior consent of the chargeholder.

Page 26

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

21.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Bank loans
-
594,308

-
594,308


As at the reporting date, the Company has granted security in favour of BGF Nominees Limited. This includes both a fixed and floating charge over all present and future assets, undertakings, and property of the Company, as well as a negative pledge restricting the Company from creating any further security over its assets without the prior consent of the chargeholder.


22.


Deferred taxation




2025
2024


£

£






At beginning of year
24,751
9,366


Charged to profit or loss
100,249
15,385



At end of year
125,000
24,751

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
129,820
24,751

Short term timing differences on provisions
(4,820)
-

125,000
24,751

Page 27

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

23.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



0 (2024 - 50) Ordinary A Shares shares of £1.00 each
-
50
0 (2024 - 50) Ordinary B Shares shares of £1.00 each
-
50
100 (2024 - 0) Ordinary Shares shares of £1.00 each
100
-

100

100

Rights attaching to the Ordinary A and Ordinary B shares are detailed in the Company's Articles of Association, dated 28 January 2021 and available from Companies House.
During the year, on 31 October 2024 the 50 Ordinary A shares and 50 Ordinary B shares were reclassified to 100 Ordinary shares. The rights attaching to the Ordinary shares are detailed in the Company's updated Articles of Association, dated 31 October 2024, a copy of which can be obtained from Companies House.



24.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated profits and losses.


25.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £242,442 (2024 - £149,556). Contributions totalling £38,734 (2024 - £26,893) were payable to the fund at the reporting date and are included in creditors.


26.


Commitments under operating leases

At 31 January 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
228,248
184,531

Later than 1 year and not later than 5 years
483,202
474,514

Later than 5 years
206,984
-

918,434
659,045

Page 28

 
EVOLVE B G LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

27.


Related party transactions

The Company has taken advantage of the exemption under Financial Reporting Standard 102 not to diclose transactions with entities that are part of the Evolve B G Holdings Limited group of companies on the grounds that all the voting rights of the Company are controlled by Evolve B G Holdings Limited and the Company's results are included in the consolidated financial statements of Evolve B G Holdings Limited.


28.


Controlling party

During the year, Evolve B G Holdings Limited purchased the entire share capital of the Company and is the immediate and ultimate parent undertaking. The Company's results are consolidated into the accounts of Evolve B G Holdings Limited and a copy can be obtained from 1 Smithy Court, Smithy Brook Road, Wigan, Lancashire, WN3 6PS.
The Directors believe that there is no individual controlling party of Evolve B G Holdings Limited and as such, no individual controlling party of Evolve B G Limited.

Page 29