ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 02730700

ETHOS COMMUNICATION SOLUTIONS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

ETHOS COMMUNICATION SOLUTIONS LTD

COMPANY INFORMATION

Directors	S E Yavuz
	P Roberts


Company secretary	S E Yavuz


Registered number	02730700


Registered office	Building A Turnford Place
	Great Cambridge Road
	Cheshunt
	Hertfordshire
	England
	EN10 6NH


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants Statutory Auditors
	Leytonstone House
	3 Hanbury Drive
	London
	E11 1GA

ETHOS COMMUNICATION SOLUTIONS LTD

CONTENTS

	Page
Strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Statement of income and retained earnings	9
Balance sheet	10 - 11
Notes to the financial statements	12 - 31

ETHOS COMMUNICATION SOLUTIONS LTD

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MAY 2024

Introduction

This is a balanced and comprehensive review of the performance of our business during the year and its position at the year end consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face.

Business review

Ethos Communication Solutions is a provider of managed print, document, integrated solutions, and IT services in the UK.
Headquartered in Hertfordshire with two regional offices and operates across 40 countries, partnering with leading document and software solution providers.
The results for Ethos Communication Solutions Limited is set out on page 9.
The year’s results of £16.5m turnover, £8.1m gross profit and £443k profit before tax and exceptional costs are down on prior years figures.
Ethos Communication Solutions will continue to innovate and transform into an IT centric organisation with managed print services at its core. Digitalisation, software, and IT services represent not only an extension of the Group's core activities but meets the growing needs of a lot of organisations to not only centralise information and make it available to a disparate work force, but to improve business and process efficiencies. Ethos is supporting their existing and prospective clients to develop and execute their digital transformation strategies and providing a clear path forward for those businesses who recognise the need for change.

Principal risks and uncertainties

Financial risk management objectives and policies
The directors are aware of the risks associated with a growing business and have implemented business process and management review policies to ensure that there is full visibility and managerial responsibility for the effect of gross margin and overheads on the business.

Liquidity risk

Management closely monitors available bank and other credit facilities in comparison to the Company's outstanding commitments on a regular basis to ensure that the Company has sufficient funds to meet its obligations as they fall due.
The Board receives regular debt management and cash forecasts which estimate the cash inflows and outflows over the next eighteen months, so that management can ensure that sufficient financing can be arranged as it is required. In addition, management monitors cash outflows on interest payments closely to ensure that the Company minimises its exposure to fluctuating interest rates.
The Company is an obligor under a group finance facility with Barclays Bank Plc, which has security over the Company's assets and which had continued to support the group.
Credit risk
Trade debtors are managed in respect of credit risk by policies relating to the credit offered to customers and the regular monitoring of amounts owed.

Page 1

ETHOS COMMUNICATION SOLUTIONS LTD

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2024

Financial key performance indicators

The directors review and monitor all aspects of the business but consider that turnover, gross profit, EBITDA and EBITDA margins are the key performance indicators for the business. There are a number of operational KPIs that support these main ones and are monitored particularly around the service and performance.

The table below summarises the key performance indicators:
KPI 2024 2023
Turnover (£'000s) 16,506 18,560
Gross profit (£'000s) 8,137 9,529
Gross profit margin 49% 51%
EBITDA (£'000s) 1,549 2,445
EBITDA margin 9% 13%

The Board are happy that the company continue to achieve healthy margins and are confident that it will continue to maintain these margins.

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

P Roberts

Director

Page 2

ETHOS COMMUNICATION SOLUTIONS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MAY 2024

The directors present their report and the financial statements for the year ended 31 May 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.

Principal activity

The principal activity of the company during the period was the provision of equipment, services, consumables and the supply of digital document print, copy and management systems.

Results and dividends

The profit for the year, after taxation, amounted to £336,804 (2023 - £1,778,038).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

B Matthews (resigned 1 September 2023)

S E Yavuz

M Norris (appointed 9 August 2023, resigned 22 September 2025)

C Norris (appointed 9 August 2023 and resigned 18 March 2024)
On 24 September 2025, P Roberts was appointed as a director.

Page 3

ETHOS COMMUNICATION SOLUTIONS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2024

Future developments

The Company plans to continue to grow across all business activities, capitalising on opportunities as deemed
appropriate.

Research and development activities

The Company carries out certain research and development activities in the normal course of its business.

Engagement with employees

The Company keeps employees informed of matters affecting them as employees and the financial and economic factors affecting the performance of the Company by the method of ad-hoc internal communications.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

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

Auditors
After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under S485 Companies Act 2006.

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

P Roberts

Director

Page 4

ETHOS COMMUNICATION SOLUTIONS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETHOS COMMUNICATION SOLUTIONS LTD

Opinion

We have audited the financial statements of Ethos Communication Solutions Ltd (the 'Company') for the year ended 31 May 2024, which comprise the Statement of income and retained earnings, the Balance sheet and the related notes, including a summary of 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 May 2024 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 5

ETHOS COMMUNICATION SOLUTIONS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETHOS COMMUNICATION SOLUTIONS LTD (CONTINUED)

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. 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.

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

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 6

ETHOS COMMUNICATION SOLUTIONS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETHOS COMMUNICATION SOLUTIONS LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector, including Companies Act 2006;

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

∙laws and regulations identified were communicated with the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations

To address the risk of fraud through management bias and override of controls, we:

∙reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with provisions of relevant laws and regulations;

∙performed analytical procedures and tested journal entries to identify any unusual or unexpected relationships or transactions.

Page 7

ETHOS COMMUNICATION SOLUTIONS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETHOS COMMUNICATION SOLUTIONS LTD (CONTINUED)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Gary Leonard (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA

10 November 2025

Page 8

ETHOS COMMUNICATION SOLUTIONS LTD

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 MAY 2024

	2024	2023
Note	£	£


Turnover	4	16,506,689	18,560,363
Cost of sales		(8,370,129)	(9,031,299)
Gross profit		8,136,560	9,529,064
Distribution costs		(246,585)	(293,032)
Administrative expenses		(6,422,425)	(6,933,657)
Exceptional administrative expenses		(926,144)	(248,666)
Other operating income	5	-	2,000
Operating profit	6	541,406	2,055,709
Interest receivable and similar income		32,533	1,100
Interest payable and similar expenses	11	(130,518)	(93,074)
Profit before tax		443,421	1,963,735
Tax on profit	12	(106,617)	(185,697)
Profit after tax		336,804	1,778,038



Retained earnings at the beginning of the year	9,753,282	7,975,244
	9,753,282	7,975,244
Profit for the year	336,804	1,778,038
Dividends declared and paid	(1,200,000)	-
Retained earnings at the end of the year	8,890,086	9,753,282

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of income and retained earnings.

The notes on pages 12 to 31 form part of these financial statements.

Page 9

ETHOS COMMUNICATION SOLUTIONS LTD

REGISTERED NUMBER: 02730700

BALANCE SHEET

AS AT 31 MAY 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	16		131,396		204,949
Investments	17		8,899		8,899
			140,295		213,848
Current assets
Stocks	18	1,971,501		1,671,031
Debtors: amounts falling due within one year	19	21,035,701		19,190,985
Cash at bank and in hand	20	213,188		157
		23,220,390		20,862,173
Creditors: amounts falling due within one year	21	(13,972,951)		(10,850,835)
Net current assets			9,247,439		10,011,338
Total assets less current liabilities			9,387,734		10,225,186
Creditors: amounts falling due after more than one year	22		(103,928)		(78,184)
Provisions for liabilities
Other provisions	25		(25,720)		(25,720)
Net assets			9,258,086		10,121,282

Capital and reserves
Called up share capital	26	300,000	300,000
Other reserves	27	68,000	68,000
Profit and loss account	27	8,890,086	9,753,282
		9,258,086	10,121,282

Page 10

ETHOS COMMUNICATION SOLUTIONS LTD

REGISTERED NUMBER: 02730700

BALANCE SHEET (CONTINUED)

AS AT 31 MAY 2024

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

P Roberts

Director

The notes on pages 12 to 31 form part of these financial statements.

Page 11

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

1.	General information

Ethos Communication Solutions Limited is a private company limited by shares and incorporated in England and Wales, United Kingdom. Its registered office is Building A Turnford Place, Great Cambridge Road, Cheshunt, Hertfordshire, England, EN10 6NH.

The principal activity of the Company during the period was the provision of equipment, services, consumables and the supply of digital document print, copy and management systems.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The level of rounding applied is to the nearest £.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Ethos Group Holdings as at 31 May 2024 and these financial statements may be obtained from Building A Turnford Place, Great Cambridge Road, Cheshunt, Hertfordshire, England, EN10 6NH.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 12

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

2.4

Going concern

The company's business activities, executed management restructure, operating cost reduction, planned transformation, growth, together with the factors likely to affect its future development, it's financial position, financial risk management objectives, details of its financial instruments and derivative activities, and its exposures to price, credit, liquidity and cash flow risks are described in the Strategic Report on pages 1 to 2.
The financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
In making this assessment, the directors have considered the company’s current financial position, cash flow forecasts, and future business plans. Based on this review, the directors believe that the company will be able to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements.

2.5

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 13

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

2.6

Turnover

Turnover 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. 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 revenue is recognised:

Turnover on the sale of digital document printing, copying and management systems is recognised when an order is confirmed during the period and is either:

1) Installed during the period, or;

2) Would have been installed during the period but for a delay in delivery to meet the commercial objectives of the customer, or;
   3) If relating to meterage, is recognised in the period in which it relates.
   All maintenance and service income is credited to the Statement of income and retained earnings in the period to which the income relates.

2.7

Operating leases: the Company as lessee

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

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

2.8

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.9

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 14

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.11

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.

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the 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.

2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 15

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

2.14

Intangible assets

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

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

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

The estimated useful lives range as follows:

				Goodwill	-	10	years
				Trademarks	-	7	years

2.15

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.

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:

Product development	-	25%	Straight line
Leasehold improvements	-	20%	Straight line
Plant and machinery	-	25%	Straight line
Motor vehicles	-	25%	Straight line
Fixtures and fittings	-	20%	Straight line

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

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

2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 16

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

2.17

Stocks

Stocks are stated at the lower of cost and net realisable value. Stocks consist of equipment, spare
parts and consumables.

The majority of stock relates to consumables parts that are held at customers premises. This stock
is expensed to the profit and loss account as it is used by the customer.

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

2.18

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.

2.19

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.

2.20

Creditors

Short-term creditors are measured at the transaction price.

2.21

Provisions for liabilities

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

Increases in provisions are generally charged as an expense to profit or loss.

2.22

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of income and retained earnings.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Page 17

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

2.23

Dividends

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

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimated and assumptions

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 16 for the carrying amount of tangible assets.

ii) Impairment of debtors

The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors, and historical experience. See note 19 for the net carrying amount of the debtors.

iii) Stock
Consumable stocks held at customer premises are expensed to the profit and loss account as they are used. The Company makes an estimate of the estimated useful life/usage of the consumable stock. See note 18 for the carrying value of stock.

Page 18

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

Turnover

The whole of the turnover is attributable to the principal activity of the company.

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	15,915,648	18,296,939
Rest of Europe	581,902	263,019
Rest of the world	9,139	405
	16,506,689	18,560,363

5.	Other operating income
		2024	2023
		£	£

	Other operating income	-	2,000

Exchange differences	26,439	(13,122)
Other operating lease rentals	99,249	171,021
Depreciation of tangible fixed assets (charged to admin expenses)	81,467	141,268
Defined contribution pension cost	105,301	86,431

7.	Research and development expenditure

Included within the Statement of income and retained earnings were costs charged to cost of sales and administrative expenses in respect of research and development expenditure.

Page 19

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

8.	Auditors' remuneration
		2024	2023
		£	£

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

33,000

32,000

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

Wages and salaries	3,880,293	4,081,399
Social security costs	400,500	481,439
Cost of defined contribution scheme	105,301	86,431
	4,386,094	4,649,269

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

	2024	2023
	No.	No.

Administration	32	33
Services	40	40
Sales & Marketing	19	18

	91	91

10.	Directors' remuneration
		2024	2023
		£	£

	Directors' emoluments	24,297	-

Page 20

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

11.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest	95,452	81,257
Loan interest	18,941	-
Finance leases and hire purchase contracts	16,125	11,817
	130,518	93,074

Corporation tax
Adjustments in respect of previous periods	208,167	-
	208,167	-

Total current tax	208,167	-

Deferred tax
Origination and reversal of timing differences	(101,550)	185,697
Total deferred tax	(101,550)	185,697


	Tax on profit	106,617	185,697

Page 21

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

12.Taxation (continued)

Profit on ordinary activities before tax

443,421

1,963,735

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	110,855	490,934
Effects of:
Expenses not deductible for tax purposes	5,955	16,497
Capital allowances for year in excess of depreciation	2,652	11,586
Utilisation of tax losses	(119,462)	(334,853)
Short-term timing difference leading to an increase (decrease) in taxation	(101,550)	185,697
Other differences leading to an increase (decrease) in the tax charge	208,167	(22,057)
Group relief	-	(162,107)
Total tax charge for the year	106,617	185,697

Page 22

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

12.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

13.	Dividends
		2024	2023
		£	£

Dividends declared

1,200,000

14.	Exceptional items
		2024	2023
		£	£

Registration and restructuring costs

926,144

248,666

Page 23

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

15.	Intangible assets

	Trademarks	Goodwill	Total
	£	£	£
Cost
At 1 June 2023	123,495	968,209	1,091,704
At 31 May 2024	123,495	968,209	1,091,704
Amortisation
At 1 June 2023	123,495	968,209	1,091,704
At 31 May 2024	123,495	968,209	1,091,704
Net book value
At 31 May 2024	-	-	-
At 31 May 2023	-	-	-

Page 24

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

16.	Tangible fixed assets

	Leasehold property improvements	Plant and machinery	Motor vehicles	Fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 June 2023	255,880	1,786,633	356,243	401,592	2,800,348
Additions	-	18,526	-	5,855	24,381
Disposals	-	-	(55,910)	-	(55,910)
At 31 May 2024	255,880	1,805,159	300,333	407,447	2,768,819
Depreciation
At 1 June 2023	251,386	1,624,440	319,709	399,864	2,595,399
Charge for the year on owned assets	3,024	37,392	-	1,700	42,116
Charge for the year on financed assets	-	19,284	20,067	-	39,351
Disposals	-	-	(39,443)	-	(39,443)
At 31 May 2024	254,410	1,681,116	300,333	401,564	2,637,423
Net book value
At 31 May 2024	1,470	124,043	-	5,883	131,396
At 31 May 2023	4,494	162,193	36,534	1,728	204,949

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

	Long leasehold	1,470	4,494

Page 25

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

16.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


Plant and machinery	47,472	66,756
Motor vehicles	-	36,534
	47,472	103,290

17.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 June 2023	8,899
	At 31 May 2024	8,899

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Ethos Commmunication Solutions (Services) Limited	Building A Turnford Place, Great Cambridge Road, Cheshunt, Hertfordshire, England, EN10 6NH	Ordinary	100%
	Ethos Trustees Limited	Building A Turnford Place, Great Cambridge Road, Cheshunt, Hertfordshire, England, EN10 6NH	Ordinary	100%

Page 26

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

18.	Stocks
		2024	2023
		£	£

	Finished goods and goods for resale	1,971,501	1,671,031

19.

Debtors

					2024	2023
					£	£


Trade debtors	1,280,410	1,345,729
Amounts owed by group and associated undertakings	17,667,159	14,926,953
Other debtors	1,171,762	2,060,959
Prepayments and accrued income	814,820	857,344
Deferred taxation	101,550	-
	21,035,701	19,190,985

Included in other debtors is an amount of £122,002 (2023 - £122,002) which was contributed to an Employee Benefit Trust ("The EBT") which at the year end was held by the EBT for the benefit of employees of the company.

20.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	213,188	157
Less: bank overdrafts	-	(157,234)
	213,188	(157,077)

Page 27

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

21.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Bank overdrafts	-	157,234
Trade creditors	2,202,851	1,206,348
Amounts owed to group undertakings	7,749,723	5,117,421
Corporation tax	199,683	-
Other taxation and social security	650,133	546,707
Obligations under finance lease and hire purchase contracts	24,525	97,616
Other creditors	1,491,355	1,593,912
Accruals and deferred income	1,654,681	2,131,597
	13,972,951	10,850,835

Obligations under finance lease and hire purchase contracts of £24,525 (2023 - £97,616) are secured on the assets to which they relate.
The bank overdraft of £Nil (2023 - £157,234) is secured by a debenture. Security has also been provided by fellow subsidiary companies included within the Group.

22.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

	Net obligations under finance leases and hire purchase contracts	103,928	78,184

Obligations under finance lease and hire purchase contracts of £103,928 (2023 - £78,184) are secured on the assets to which they relate.

Within one year	24,525	97,616
Between 1-5 years	103,928	78,184
	128,453	175,800

Page 28

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

24.	Deferred taxation

		2024
		£

	Charged to profit or loss	101,550
	At end of year	101,550

The deferred tax asset is made up as follows:
	2024	2023
	£	£

	Accelerated capital allowances	101,550	-
		101,550	-

25.	Provisions

		Dilapidation provision
		£

	At 1 June 2023	25,720
	At 31 May 2024	25,720

A provision has been made to reflect the director's best current estimates of repairs and other costs required to satisfy the terms of the property lease agreements. The timing of the utilisation of the provision will be in line with the lease agreement.

26.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

300,000 (2023 - 300,000) Ordinary shares shares of £1.00 each	300,000	300,000

Page 29

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

27.

Reserves

Capital redemption reserve

A non-distributable reserve into which amounts are transferred following the redemption or purchase of a
company's own shares.

Profit and loss account

Includes all current and prior period retained profits and losses less any dividends paid.

28.	Contingent liabilities

The Company is part of a VAT registration, together with Ethos Group Holdings Limited and Ethos Documents Solutions Limited, and as such is jointly and severally liable for the VAT liabilities of the other members of the VAT group.
There is an unlimited cross-guarantee in respect of bank balances of group companies.

29.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £105,301 (2023 - £86,431). Contributions totalling £13,716 (2023 - £19,096) were payable to the fund at the balance sheet date and are included in creditors.

Not later than 1 year	128,710	200,887
Later than 1 year and not later than 5 years	73,129	149,302
	201,839	350,189

Page 30

ETHOS COMMUNICATION SOLUTIONS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

31.	Transactions with directors

During the year, the following transactions occurred with the directors:

		2024	2023
		£	£

Balance brought forward	1,108,003	651,195
Advances and interest	321,982	606,808
Repayments	(679,037)	(150,000)
Balance carried forward	750,948	1,108,003

Interest in charged at the H M Revenue & Customs beneficial loan rate applicable on each transaction during the period.

32.

Related party transactions

The Company has taken advantage of the exemption available not to disclose related party transactions with companies that are wholly owned within the Group.
At the year end an amount of £449,984 (2023 - £449,984) was owed from associated undertakings in which the directors have a controlling interest.
Included within other creditors at the year end are amounts of £118,215 (2023 - £100,258) owed to a director of the Company.

33.	Controlling party

Ethos Group Holdings Limited is the ultimate parent company.

Ethos Group Holdings Limited prepare group financial statements and copies can be obtained from Building A Turnford Place, Great Cambridge Road, Cheshunt, Hertfordshire, England, EN10 6NH.

The ultimate controlling party is Michelle Norris.

Page 31