ACCOUNTS - Final Accounts

Registered number: 15769231

ETHOS ARTIFICIAL INTELLIGENCE LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

ETHOS ARTIFICIAL INTELLIGENCE LIMITED

CONTENTS

	Page
Company information	1
Balance sheet	2
Notes to the financial statements	3 - 9

ETHOS ARTIFICIAL INTELLIGENCE LIMITED

COMPANY INFORMATION

Director	Y J LO


Registered number	15769231


Registered office	C/O Cogency Global (Uk) Limited 6 Lloyds Avenue
	Unit 4cl
	London, England
	EC3N 3AX


Accountants	Blick Rothenberg Limited
	Chartered Accountants
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

Page 1

REGISTERED NUMBER:15769231

ETHOS ARTIFICIAL INTELLIGENCE LIMITED

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024
Note		£

Fixed assets
Tangible assets	4		3,124
Current assets
Debtors: amounts falling due within one year	5	16,672
Cash at bank and in hand		46,235
			62,907
Creditors: amounts falling due within one year	6		(33,564)
Net current assets			29,343
Creditors: amounts falling due after more than one year	7		(411,799)
Net liabilities			(379,332)

Capital and reserves
Called up share capital	8	1
Profit and loss account		(379,333)
Net deficit		(379,332)

The director considers that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the sole director.

Y J LO

Director

Date: 17 September 2025

The notes on pages 3 to 9 form part of these financial statements.

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ETHOS ARTIFICIAL INTELLIGENCE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1.	General information

Ethos Artificial Intelligence Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is C/O Cogency Global (Uk) Limited 6 Lloyds Avenue, Unit 4cl, London, England, EC3N 3AX.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The company was incorporated on 10 June 2024, therefore these financial statements cover a period shorter than a year.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006.

The following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis notwithstanding the fact that the company has deficit on the balance sheet at the end of the financial period. The director considers this basis to be appropriate as the company has obtained a letter of support from its shareholders that confirms that the outstanding liabilities will not be called upon unless the company has sufficient cash reserves for working capital requirements. The letter of support also confirms that the company has sufficient facilities available from its shareholders to fund its working capital requirements for a period of at least twelve months from the date these financial statements were approved.

2.3

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.

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ETHOS ARTIFICIAL INTELLIGENCE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

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.

Depreciation is provided on the following basis:

Computer equipment

33%

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.

2.4

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.

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.

The company’s policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets
Basic financial assets, including cash and bank balances, and other debtors are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, loans from fellow group companies, 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 payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

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ETHOS ARTIFICIAL INTELLIGENCE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

Financial instruments (continued)

Impairment of financial assets
Financial assets 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 profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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.

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 and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.

2.5

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.6

Share capital

Ordinary shares are classified as equity.

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ETHOS ARTIFICIAL INTELLIGENCE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Current and deferred tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.

2.8

Provisions for liabilities

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the balance sheet.

2.9

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.

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ETHOS ARTIFICIAL INTELLIGENCE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

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.

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 within administrative expenses.

Employees

The average monthly number of employees, including directors, during the period was 3.

4.	Tangible fixed assets

		Computer equipment
		£
	Cost
	At incorporation	-
	Additions	3,878
	At 31 December 2024	3,878
	Depreciation
	Charge for the period	754
	At 31 December 2024	754
	Net book value
	At 31 December 2024	3,124

Page 7

ETHOS ARTIFICIAL INTELLIGENCE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

Debtors

					2024
					£


	Other debtors	16,672

6.	Creditors: amounts falling due within one year
		2024
		£

	Trade creditors	3,891
	Other taxation and social security	10,394
	Accruals	19,279
		33,564

7.	Creditors: amounts falling due after more than one year
		2024
		£

	Amounts owed to group undertakings	411,799

Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.

8.	Share capital
		2024
		£

		Allotted, called up and fully paid

		1,000 Ordinary shares of £0.001 each	1

On incorporation of the company on 10 June 2024, 1,000 ordinary shares of nominal value of £0.001 were issued at par to establish the capital base of the company.

9.	Pension commitments

The company operates a personal pension scheme for the benefits of its employees. The assets of the schemes are held separately from those of the company in independently administered funds. The pension cost charge represents contributions payable by the company to the funds and amounted to £1,651. Contributions totalling £660 were payable to the funds at the balance sheet date.

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ETHOS ARTIFICIAL INTELLIGENCE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

10.	Related party transactions
	The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

11.	Controlling party

The immediate and ultimate parent company is Somo Labs Inc. a company registered in United States. The address of its registered office is 2613 1007 N Orange St. 4th Floor, Wilmington, De New Castle, United States, 19801. No consolidated accounts are prepared. In the opinion of the director, there is no ultimate controlling party.

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