REGISTERED NUMBER: 13348186 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

EMBER TECHNOLOGIES UK LTD

Page

Balance Sheet

1

Notes to the Financial Statements

2

CURRENT ASSETS

Debtors

5

339,420

247,409

Cash at bank

1,803

5,407

341,223

252,816

CREDITORS

Amounts falling due within one year

6

190,367

179,553

NET CURRENT ASSETS

150,856

73,263

TOTAL ASSETS LESS CURRENT LIABILITIES

150,856

73,263

CAPITAL AND RESERVES

Called up share capital

1

1

Equity settled share based

payments

5,902

4,070

Retained earnings

144,953

69,192

SHAREHOLDERS' FUNDS

150,856

73,263

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the director and authorised for issue on 22 September 2025 and were signed by:

Donald John Turano Jr. - Director

1.	STATUTORY INFORMATION

Ember Technologies UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

13348186

Registered office:

6th Floor One London Wall

London

United Kingdom

EC2Y 5EB

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Company's functional and presentational currency is GBP.

The figures are rounded to the nearest whole £.

Going Concern

These financial statements have been drawn up on the going concern basis. The company is dependent upon the support of its parent company, and only customer, in order to meet its working capital requirements. The parent company has provided assurances that it is the intention to provide this support for a period that will exceed twelve months from the date of approval of these financial statements. However, the group has incurred recurring losses from operations and has a net capital deficiency, it is therefore reliant upon its ability to raise new finance in order to continue as a going concern. There is therefore a material uncertainty that the parent companies ability to continue as a going concern and provide support to its subsidiary. No adjustments have been made to these financial statements which may result from the withdrawal of that support.

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 company is contracted by its parent company, Ember Technologies, Inc., to provide marketing and sales services within specific contracted regions. The company is remunerated by its parent company for these services.

Financial instruments

The Company has elected to apply the provisions of Section 11 "Basic Financial Instruments" of FRS 102 to all of its financial instruments.

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currency translation

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

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 reporting 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.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2023 - 5 ) .

4.	AUDITORS' REMUNERATION

2024

2023

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

3,250

3,468

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

339,420

247,409

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

110,553

128,049

Corporation tax

26,507

7,727

Other creditors

12,311

11,335

Accruals and deferred income

40,996

32,442

190,367

179,553

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Auditors' Report was unqualified.

Mark Arber (Senior Statutory Auditor)

for and on behalf of Mark Arber Limited

8.	PENSION COMMITMENTS

The company operates a defined contribution 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 £2,688 (2023: £2,770). No contributions were payable to the fund at the reporting date (2023: £Nil).

9.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

There were no other related party transactions during the period.

10.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Ember Technologies, Inc., a company incorporated in the United States of America.

The smallest group in which the results of the company are consolidated is that headed by Ember Technologies Inc. The consolidated financial statements may be obtained from Ember Technologies, Inc., 880 Hampshire Rd Westlake Village, California, 91361-2811, United States of America.

11.	SHARE-BASED PAYMENTS

The company has taken the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity.