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Registered number: 10688026 (England and Wales) EVOLV TECHNOLOGY UK LTD DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
EVOLV TECHNOLOGY UK LTD
COMPANY INFORMATION
Directors | M P Ellenbogen
| J P Kedzierski
Registered number | 10688026
Registered office | Birchin Court
| 5th Floor
| 19-25 Birchin Lane
| London
| United Kingdom
| EC3V 9DU
Independent auditors | ZEDRA Corporate Reporting Services (UK) Limited
EVOLV TECHNOLOGY UK LTD
CONTENTS
| Page
Balance Sheet | 1
Statement of Changes in Equity | 2
Notes to the Financial Statements | 3 - 6
EVOLV TECHNOLOGY UK LTD REGISTERED NUMBER:10688026
BALANCE SHEET AS AT 31 DECEMBER 2024
|  |  |  | As restated
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible fixed assets | 4 |  | - |  | 301
|  |  | - |  | 301
Current assets |  |  |  |  |
Bank and cash balances |  | 32,889 |  | 19,580 |
|  | 32,889 |  | 19,580 |
Creditors: amounts falling due within one year | 5 | (955,612) |  | (1,092,384) |
Net current liabilities |  |  | (922,723) |  | (1,072,804)
Total assets less current liabilities |  |  | (922,723) |  | (1,072,503)
Net liabilities |  |  | (922,723) |  | (1,072,503)
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 1 |  | 1
Capital contribution reserve | 6 |  | 157,327 |  | 72,816
Profit and loss account |  |  | (1,080,051) |  | (1,145,320)
|  |  | (922,723) |  | (1,072,503)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
J P Kedzierski
Director
Date: 10 October 2025
The notes on pages 3 to 6 form part of these financial statements. Page 1
EVOLV TECHNOLOGY UK LTD
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Capital contribution reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 1 | 12,600 | (1,195,098) | (1,182,497)
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 49,778 | 49,778
Share based payment | - | 60,216 | - | 60,216
At 1 January 2024 (as previously stated) | 1 | 20,380 | (1,148,991) | (1,128,610)
Prior year adjustment | - | 52,436 | 3,671 | 56,107
At 1 January 2024 (as restated) | 1 | 72,816 | (1,145,320) | (1,072,503)
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 65,269 | 65,269
Share based payment | - | 84,511 | - | 84,511
At 31 December 2024 | 1 | 157,327 | (1,080,051) | (922,723)
Page 2
EVOLV TECHNOLOGY UK LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Accounting policies
| 1.1 | 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 1.2 | Going concern
The Company has received written confirmation from its parent company, Evolv Technologies, Inc., that it will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. Furthermore, the directors have assessed the ability of the parent company to provide this support based upon their forecasts and budgets and have concluded that the parent will have sufficient working capital to provide necessary support. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.
| 1.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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 3
EVOLV TECHNOLOGY UK LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Accounting policies (continued)
| 1.4 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised: Rendering of services Turnover is recognised on a cost plus 7% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised when all of the following conditions are satisfied: ∙the amount of turnover can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 1.5 | 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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 1.6 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Page 4
EVOLV TECHNOLOGY UK LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Accounting policies (continued)
| 1.7 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 1.8 | Creditors
Short-term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
2. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified. The audit report was signed on 13 October 2025 by Louise Morriss BFP FCA FCCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
3. | Employees
| The average monthly number of employees during the year was 3 (2023 - 4).
4. | Tangible fixed assets
|  | Computer equipment
|  | £
| At 1 January 2024 | 301
| Disposals | (301)
| At 31 December 2024 | -
| Net book value |
| At 31 December 2024 | -
| At 31 December 2023 | 301
Page 5
EVOLV TECHNOLOGY UK LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Creditors: Amounts falling due within one year
|  |  |  |  |  | As restated
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 900,885 | 1,052,394
| Other taxation and social security | 28,636 | 19,580
| Other creditors | 256 | -
| Accruals and deferred income | 25,835 | 20,410
|  | 955,612 | 1,092,384
6. | Capital contribution reserve
Certain employees of the Group have been granted options over the shares in the Group's ultimate parent, Evolv Technologies, Inc. The options are granted at an independently determined fair value and 25% of the options are exercisable one year after the date of grant, vesting continues monthly thereafter.
7. | Prior year adjustment
The directors identified that the capital contribution reserve and share based payment expense was understated in the prior year. As such, an adjustment for £52,436 was made to increase the capital contribution reserve and decrease retained earnings brought forward. An adjustment was subsequently made to decrease amounts owed to group undertakings and retained earnings brought forward by £56,107 to recognise the intercompany revenue in respect of the prior year share-based payment expense. The net impact of this was an increase in the prior year profit £3,671.
8. | Controlling party
Evolv Technologies, Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 500 Totten Pond Road, 4th Floor, Waltham, MA 02451.
9. | Post balance sheet events
There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date that these financial statements were approved.
Page 6