EvoluteIQ Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company Registration No. 11865494 (England and Wales)
EvoluteIQ Limited
Company Information
Directors
S Gupte
D A Kinger
S S Koppikar
P Dahlgren
N Prabhu Haladi
Company number
11865494
Registered office
6th Floor
9 Appold Street
London
EC2A 2AP
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
EvoluteIQ Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 27
EvoluteIQ Limited
Strategic Report
For the year ended 31 December 2025
Page 1

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

This report presents the key highlights from EvoluteIQ’s FY2025 accounts. Another year of strong momentum, continued growth, and strategic investment across all areas of the business.

Building on the solid foundations established in previous years, EvoluteIQ maintained a clear focus on its core technology offerings spanning end-to-end solutions that enable seamless digital transformation and automation of business processes across enterprises delivering innovative and scalable solutions aligned to the evolving needs of its clients. This strategic focus continues to strengthen EvoluteIQ’s market positioning and long-term growth potential.

From a financial perspective, FY2025 reflects a year of continued investment to support scale, capability, and future profitability. The revenue growth was driven by both increased activity within the existing client base and the successful onboarding of new strategic accounts. Strong order intake and a healthy pipeline provide good visibility over future revenues and support long-term business stability.

Recurring revenues continued to form a significant proportion of total turnover, reinforcing the resilience and predictability of EvoluteIQ’s income streams. This recurring base, combined with strong client retention, underpins EvoluteIQ’s confidence in its long-term strategy.

Operational Performance and Investment

EvoluteIQ continued to invest across the business in people, systems, and platform development, reflecting a deliberate strategy to support sustainable growth and operational excellence.

Key areas of performance during the year included:

- Continued development of strategic partnerships

- Investment in systems and processes designed to improve efficiency, scalability, and the overall employee and client experience

- Enhancement of specialist Product development overlay teams

The formation and strengthening of a senior leadership team has further enhanced EvoluteIQ’s operational capability, allowing the Board to dedicate greater focus to long-term initiatives, strategic opportunities, and future investments.

EvoluteIQ Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 2

People and Culture

As a Product-led organisation, EvoluteIQ’s people remain central to its success. During FY2025, continued focus was placed on recruiting, developing, and retaining high-quality talent across all functions.

Ongoing investment in training and professional development ensures teams remain at the forefront of rapidly evolving technologies. Regular reviews of compensation and benefits further support EvoluteIQ’s ability to attract and retain key skills in a competitive market.

This commitment to people underpins Product quality, strengthens client relationships, and supports sustainable long-term growth.

Cash Flow and Financial Position

EvoluteIQ’s cash flow profile during the year reflects its strategic development phase, with resources deployed to support operational capacity and future growth initiatives. Cash and cash equivalents were managed prudently throughout the period, with close oversight of working capital and expenditure.

Capital investment undertaken during the year is expected to contribute positively to operational capability and efficiency in future periods. EvoluteIQ continues to monitor liquidity closely, supported by regular financial forecasting and active cash management.

Principal risks and uncertainties

EvoluteIQ maintains a robust and disciplined approach to risk management, with risks reviewed regularly by the Board and senior management.

Liquidity and Financial Risk

Liquidity is actively monitored through frequent financial reviews and forecasting. We review our cash position and liabilities weekly ensuring obligations are met as they fall due, while supporting ongoing operational, development, and strategic priorities.

Market and Operational Risk

EvoluteIQ operates in a dynamic market characterised by technological change, competitive pressures, and evolving client requirements. These risks are mitigated through:

- Strong partnerships

- Continued Product innovation

- Ongoing investment in people, systems, and processes

- A proactive approach to client acquisition and retention

EvoluteIQ Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 3
Key Performance Indicators and Strategic Positioning

A key driver of EvoluteIQ’s success remains its deep and trusted relationships with its customers, positioning the business as a leader in emerging technology solutions.

EvoluteIQ continues to benefit from being one of a limited number of partners capable of delivering high-end integrated services, reinforcing its reputation as a leading provider of advanced technology solutions.

This positioning places EvoluteIQ in a strong position to support customers through future technology adoption and transformation initiatives.

The Company continued its strong growth momentum in FY25, with core license revenue increasing by 33%, from £9.53 million in FY24 to £12.63 million in FY25. This growth was driven by sustained contributions from key large accounts, alongside the successful acquisition of new strategic customers.

Outlook

The Directors remain confident in EvoluteIQ’s strategic direction. With a strong client base, deep partner relationships, continued investment in capability, and a clear focus on long-term value creation, the business is well positioned for continued growth and success in FY2026 and beyond.

On behalf of the board

D A Kinger
Director
23 June 2026
EvoluteIQ Limited
Directors' Report
For the year ended 31 December 2025
Page 4

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company is that of enabling enterprises to accelerate hyperautomation through EvoluteIQ enabled hyper applications that leverage existing technologies within an organisation.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S Gupte
D A Kinger
S S Koppikar
P Dahlgren
N Prabhu Haladi
Auditor

Moore Kingston Smith LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 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; and

- 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.

EvoluteIQ Limited
Directors' Report (Continued)
For the year ended 31 December 2025
Page 5
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
D A Kinger
Director
23 June 2026
EvoluteIQ Limited
Independent Auditor's Report
To the Member of EvoluteIQ Limited
Page 6
Opinion

We have audited the financial statements of EvoluteIQ Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including 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 2025 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 Auditor's 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.

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 auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

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.

EvoluteIQ Limited
Independent Auditor's Report
To the Member of EvoluteIQ Limited (Continued)
Page 7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the Strategic Report and the Directors' R eport 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 identifie d material misstatements in the Strategic Report or the Directors' R eport.

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' R esponsibilities S tatement, 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.

EvoluteIQ Limited
Independent Auditor's Report
To the Member of EvoluteIQ Limited (Continued)
Page 8
Auditor's 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 auditor's 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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

EvoluteIQ Limited
Independent Auditor's Report
To the Member of EvoluteIQ Limited (Continued)
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Other matters which we are required to address

The corresponding figures in the financial statements of EvoluteIQ Limited were not audited as the company did not require a statutory audit under the Companies Act 2006 in the prior year.

EvoluteIQ Limited
Independent Auditor's Report
To the Member of EvoluteIQ Limited (Continued)
Page 10

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's 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 member, for our audit work, for this report, or for the opinions we have formed.

Ian Matthews
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
23 June 2026
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
EvoluteIQ Limited
Statement of Comprehensive Income
For the year ended 31 December 2025
Page 11
2025
2024
as restated
Notes
£
£
Turnover
3
12,746,216
10,921,724
Cost of sales
(1,067,585)
(663,675)
Gross profit
11,678,631
10,258,049
Administrative expenses
(15,252,372)
(10,758,621)
Other operating income
429,264
-
0
Operating loss
4
(3,144,477)
(500,572)
Interest receivable and similar income
7
-
0
1,875
Interest payable and similar expenses
8
(838,145)
(449,933)
Loss before taxation
(3,982,622)
(948,630)
Tax on loss
9
1,175,107
(271,211)
Loss for the financial year
(2,807,515)
(1,219,841)

The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

EvoluteIQ Limited
Balance Sheet
As at 31 December 2025
Page 12
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
10
7,992,808
5,408,228
Tangible assets
11
1,488
664
7,994,296
5,408,892
Current assets
Debtors
12
7,834,550
4,872,636
Cash at bank and in hand
1,365,341
432,199
9,199,891
5,304,835
Creditors: amounts falling due within one year
13
(21,150,256)
(11,196,178)
Net current liabilities
(11,950,365)
(5,891,343)
Total assets less current liabilities
(3,956,069)
(482,451)
Provisions for liabilities
Deferred tax liability
14
(307,158)
(973,261)
(307,158)
(973,261)
Net liabilities
(4,263,227)
(1,455,712)
Capital and reserves
Called up share capital
15
13,514
13,514
Share premium account
796,486
796,486
Profit and loss reserves
(5,073,227)
(2,265,712)
Total equity
(4,263,227)
(1,455,712)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 23 June 2026 and are signed on its behalf by:
D A Kinger
Director
Company Registration No. 11865494
EvoluteIQ Limited
Statement of Changes in Equity
For the year ended 31 December 2025
Page 13
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Year ended 31 December 2024:
Balance at 1 January 2024 as previously reported
13,514
796,486
(511,484)
298,516
Prior year restatement
-
-
0
(534,387)
(534,387)
Balance at 1 January 2024 as restated
13,514
796,486
(1,045,871)
(235,871)
Loss and total comprehensive income
-
-
(1,219,841)
(1,219,841)
Balance at 31 December 2024
13,514
796,486
(2,265,712)
(1,455,712)
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
(2,807,515)
(2,807,515)
Balance at 31 December 2025
13,514
796,486
(5,073,227)
(4,263,227)
EvoluteIQ Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 14
1
Accounting policies
Company information

EvoluteIQ Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, 9 Appold Street, London, EC2A 2AP.

1.1
Basis of preparation

These financial statements have been prepared in accordance with section 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of EvoluteIQ AB. These consolidated financial statements are available from its registered office Abborrvägen 12C , 181 30 Lidingö, Sweden.

EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 15
1.2
Going concern

The Company made a loss for the year of £2,807,515 (2024: £1,219,841) and at the balance sheet date had net liabilities of £4,263,227 (2024: £1,455,712). Included within liabilities are amounts due to the parent and fellow group undertakings of £13,409,340 (2024: £6,076,341 true).

EvoluteIQ AB, the immediate parent company, has confirmed it will continue to provide sufficient financial support to EvoluteIQ Limited to enable it to continue as a going concern for a period of at least 12 months from the date of approval of the financial statements and to enable the Company to meet its liabilities as they fall due. EvoluteIQ AB have also confirmed that they will not seek repayment of the amount due to them until such a time as EvoluteIQ Limited is able to repay it without compromising its ability to continue to trade and meet its liabilities as they fall due.

At the time of approving the financial statements, the directors are confident that the Company has adequate resources to successfully continue to operate for at least the next 12 months from the date of approval of the financial statements and for the foreseeable future beyond. Consequently, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
5 years straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
5 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 16
1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 17
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 18
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 19
1.11
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

1.12
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.13
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 the revision and future periods where the revision affects both current and future periods.

EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 20
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
License revenue
12,639,177
9,536,500
Professional services
107,039
1,385,224
12,746,216
10,921,724
2025
2024
£
£
Turnover analysed by geographical market
UK
12,542,285
10,818,949
USA
203,931
102,775
12,746,216
10,921,724
2025
2024
£
£
Other significant revenue
Interest income
-
1,875
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
42,738
(2,469)
Fees payable to the company's auditor for the audit of the company's financial statements
18,500
-
0
Depreciation of tangible fixed assets
175
172
Amortisation of intangible assets
1,762,688
1,069,961
Operating lease charges
6,256
7,844
EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 21
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
1
1

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,096,539
836,312
Social security costs
181,109
29,464
1,277,648
865,776
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,096,539
836,312
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
1,096,539
266,488
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
-
0
1,875
8
Interest payable and similar expenses
2025
2024
£
£
Interest payable to group undertakings
838,145
449,933
EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 22
9
Taxation
2025
2024
(restated)
£
£
Current tax
Adjustments in respect of prior periods
(509,004)
(167,663)
Deferred tax
Origination and reversal of timing differences
(666,103)
438,874
Total tax (credit)/charge
(1,175,107)
271,211

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
(restated)
£
£
Loss before taxation
(3,982,622)
(948,630)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(995,656)
(237,158)
Tax effect of expenses that are not deductible in determining taxable profit
(77,741)
190,225
Unutilised tax losses carried forward
897,748
1,073,161
Permanent capital allowances in excess of depreciation
(206)
(166)
Amortisation on assets not qualifying for tax allowances
440,672
267,490
Research and development tax credit
(509,004)
(1,386,274)
Trade intangible fixed asset debits on capital items
(264,817)
(74,941)
Deferred tax timing differences
(666,103)
438,874
Taxation (credit)/charge for the year
(1,175,107)
271,211
EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 23
10
Intangible fixed assets
Software
£
Cost
At 1 January 2025
7,331,935
Additions
4,347,268
At 31 December 2025
11,679,203
Amortisation and impairment
At 1 January 2025
1,923,707
Amortisation charged for the year
1,762,688
At 31 December 2025
3,686,395
Carrying amount
At 31 December 2025
7,992,808
At 31 December 2024
5,408,228
11
Tangible fixed assets
Computers
£
Cost
At 1 January 2025
836
Additions
999
At 31 December 2025
1,835
Depreciation and impairment
At 1 January 2025
172
Depreciation charged in the year
175
At 31 December 2025
347
Carrying amount
At 31 December 2025
1,488
At 31 December 2024
664
EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 24
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
4,655,915
3,472,378
Corporation tax recoverable
738,934
-
0
Other debtors
288,796
38,821
Prepayments and accrued income
2,150,905
1,361,437
7,834,550
4,872,636
13
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
5,092,101
3,871,336
Amounts owed to group undertakings
13,409,340
6,076,341
Accruals and deferred income
2,648,815
1,248,501
21,150,256
11,196,178

Amounts owed to group undertakings includes a balance of £11,595,818 owed to EvoluteIQ AB, the parent company (2024: £5,100,964). The loan is unsecured, repayable on demand and incurs interest of 10% per annum. As at the year end, interest of £1,513,580 had been accrued (2024: £700,431).

Amounts owed to group undertakings includes a balance of £250,000 owed to Digitaz Services Limited, the fellow group company (2024: £250,000). The loan is unsecured, repayable on demand and incurs interest of 10% per annum. As at the year end, interest of £49,942 had been accrued (2024: £24,946).

EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 25
14
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Accelerated capital allowances
Tax losses
Total
£
£
£
Deferred tax liability at 1 January 2024 and 1 January 2025 (restated)
973,261
-
973,261
Deferred tax movements in current year
Credit to profit or loss
(175,855)
(490,248)
(666,103)
Deferred tax liability at 31 December 2025
797,406
(490,248)
307,158

As at 31 December 2025 the company had £1,960,992 of trading losses and £1,575,263 of corporate interest losses to utilise against future periods.

2025
2024
£
£
Deferred tax liabilities
797,406
973,261
Deferred tax assets
(490,248)
-
307,158
973,261
15
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
13,514
13,514
13,514
13,514

EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 26
16
Related party transactions

During the year, the company received technology support services totalling £1,080,000 (202 4: £1,080,0 00) from Quadwave Consulting UK Limited, an associated company with a common director. At the year end an amount of £543,700 (202 4: £810,100) was due to Quadwave Consulting UK Limited.

During the year, the company received technology support services totalling £183,700 (202 4: £71,830) from Quadwave Consulting Private Limited, a company with a common director. At the year end an amount of £1 2,213 (202 4: £14,613) was due to Quadwave Consulting Private Limited.

D uring the year, the company received marketing, branding and consultancy services totalling £3 1,299 (202 4: £30,000) from Familjen Dahlgren Invest AB, a company with a common director. At the year end an amount of £6,299 (202 4: £5,000) was due to Familjen Dahlgren Invest AB.

During the year, the company received consultancy services totalling £2,606,697 (202 4: £1,285,034) from EvoluteIQ Solutions Private Limited, a group company. At the year end, £1,064,431 (202 4: £889,746) due to EvoluteIQ Solutions Private Limited was included in trade creditors.

The company also received IP license income totalling £251,135 (202 4: £8 9,465) from EvoluteIQ Solutions Private Limited. At year end, £302,524 (202 4: £52,974) due from EvoluteIQ Solutions Private Limited in respect of these fees was included in trade debtors.

17
Controlling party

The immediate parent company is EvoluteIQ AB, registered in Sweden. There is no single controlling party.

EvoluteIQ Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 27
18
Prior period adjustment

The Directors consider that based on the evidence available at the 31 December 2024, the financial statements should have included a deferred tax liability to account for the accelerated capital allowance position at that date.

In accordance with FRS 102 paragraph 10.21, the error has been corrected retrospectively by restating the comparative figures, and by adjusting the opening balance of equity at 1 January 2024.

The impact of the adjustment is shown below. This impacts the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Shareholders’ Equity and notes 9 and 15.

Reconciliation of changes in equity
1 January
31 December
2024
2024
£
£
Adjustments to prior year
Deferred tax
-
(973,261)
Equity as previously reported
298,516
(482,451)
Equity as adjusted
298,516
(1,455,712)
Analysis of the effect upon equity
Profit and loss reserves
-
(973,261)
Reconciliation of changes in loss for the previous financial period
2024
£
Adjustments to prior year
Deferred tax
(438,874)
Loss as previously reported
(780,967)
Loss as adjusted
(1,219,841)
EvoluteIQ Limited
Management Information
For the year ended 31 December 2025
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