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REGISTERED NUMBER: 14267925 (England and Wales)

















ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD 1 SEPTEMBER 2023 TO 31 JANUARY 2025


FOR


ABNORMAL AI UK LTD


ABNORMAL AI UK LTD (Registered number: 14267925)







Contents of the Financial Statements

for the period 1 September 2023 to 31 January 2025





Page



Company Information  

1



Strategic Report  

2



Report of the Directors  

4



Report of the Independent Auditors  

7



Income Statement  

11



Other Comprehensive Income  

12



Balance Sheet  

13



Statement of Changes in Equity  

14



Cash Flow Statement  

15



Notes to the Cash Flow Statement  

16



Notes to the Financial Statements

17




ABNORMAL AI UK LTD


Company Information

for the period 1 September 2023 to 31 January 2025









DIRECTORS:

P B Graham


Ms L A Banks





SECRETARY:

Citco Management (UK) Limited





REGISTERED OFFICE:

7 Albemarle Street


London


W1S 4HQ





REGISTERED NUMBER:

14267925 (England and Wales)





SENIOR STATUTORY

AUDITOR:

Mr Jay Shah FCA





AUDITORS:

Richlands Business Advisers Limited


42 - 46 Station Road


Edgware


Middlesex


HA8 7AB


ABNORMAL AI UK LTD (Registered number: 14267925)


Strategic Report

for the period 1 September 2023 to 31 January 2025


The directors present their strategic report for the period 1 September 2023 to 31 January 2025.


REVIEW OF BUSINESS

The principal activity of the Company during the period was to provide support services to its parent company, Abnormal AI, Inc., in relation to sales and marketing, as well as research and development activities. Abnormal AI, Inc. offers an AI-native security platform, leveraging behavioural  machine learning to stop sophisticated inbound attacks and detect compromised accounts across email and connected applications.


This report covers an extended 17-month period from 1 September 2023 to 31 January 2025, reflecting a change in the Company's accounting reference date from 31 August to 31 January, to align with the financial year of its ultimate parent, Abnormal AI, Inc.


During the period, turnover increased to $18,281,174 (13-month period ended 31 August 2023, as restated: $7,237,270), and profit before taxation increased to $780,859 (2023 as restated: $272,301), driven by the continued growth of  Abnormal AI, Inc. and its subsidiaries (together, the "Group") and a corresponding increase in recharged costs and services. Average employee numbers grew to 61 (2023: 28) over the same period.


PRINCIPAL RISKS AND UNCERTAINTIES

The Company's principal activity is the provision of inter-company support services to its parent company, Abnormal AI, Inc., and it is therefore inherently reliant on the continued support of the parent  for its ongoing operations and liquidity. The principal risk facing the Company is a reduction or withdrawal of this support; this risk is mitigated by the pledged support of the parent company, as set out in the going concern section of the Report of the Directors.


FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company's principal financial assets and liabilities relate to fellow Group undertakings, cash, and trade and other creditors. Given the nature of these balances, the Company's exposure to financial risk is limited and closely tied to the wider Group's financial position.


KEY PERFORMANCE INDICATORS (KPI)

The Company's parent manages the Group's operations on a consolidated basis using key performance indicators. Selected key performance indicators for the Company are set out below:



Period ended 31

January 2025 (17

months)


Period ended 31 August 2023

(13 months, as restated)



Turnover  


$18,281,174


$7,237,270



Profit before taxation


$780,859


$272,301



Average number of employees


61


28




ABNORMAL AI UK LTD (Registered number: 14267925)


Strategic Report

for the period 1 September 2023 to 31 January 2025


FUTURE DEVELOPMENTS AND PERFORMANCE

The directors expect the Company to continue supporting the growth of Abnormal AI, Inc. through its sales, marketing and research and development support services, and anticipate that turnover will continue to grow in line with the Group's overall growth strategy. The directors are not expecting to make any significant changes to the nature of the business in the near future.


ON BEHALF OF THE BOARD:






P B Graham - Director



27 July 2026


ABNORMAL AI UK LTD (Registered number: 14267925)


Report of the Directors

for the period 1 September 2023 to 31 January 2025


The directors present their report with the financial statements of the company for the period 1 September 2023 to 31 January 2025.  


PRINCIPAL ACTIVITY

The principal activity of the Company in the period under review was to provide support services to the parent company, Abnormal AI, Inc., in relation to sales and marketing, as well as research and development activities. Abnormal AI, Inc. offers an AI-native security platform, leveraging behavioural machine learning to stop sophisticated inbound attacks and detect compromised accounts across email and connected applications.

DIVIDENDS

No dividends will be distributed for the period ended 31 January 2025.


DIRECTORS

P B Graham has held office during the whole of the period from 1 September 2023 to the date of this report.


Other changes in directors holding office are as follows:


Ms J L Hand - appointed 1 March 2024

E P Lebon - resigned 1 November 2024

Ms S Sanadhya - appointed 21 June 2024 - resigned 31 July 2024

J C True - appointed 5 November 2024


Ms L A Banks was appointed as a director after 31 January 2025 but prior to the date of this report.


V U Brandle , Ms J L Hand and J C True ceased to be directors after 31 January 2025 but prior to the date of this report.


QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The Group has indemnified by means of directors' and officers' liability insurance, one or more directors of the Company against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third-party indemnity provision was in force as at the date of approving the report. No director had an interest in the issued share capital of the Company at any point during the current or prior year.



ABNORMAL AI UK LTD (Registered number: 14267925)


Report of the Directors

for the period 1 September 2023 to 31 January 2025


GOING CONCERN

The Company reported a profit after tax for the period of $468,666 (2023 profit: $197,780). As at the balance sheet date, the Company had net assets of $666,447 (2023 net assets: $197,781).


The Company is structured to be profit-making, on an annual basis, by way of the support services agreement in place with its parent company, Abnormal AI, Inc, and are therefore inherently reliant on the support of the wider Group. After making enquiries, based on support pledged by the parent company, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future for a minimum of twelve months from the date of the approval of these financial statements. The Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.


Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due, for at least 12 months from the date of approval of the financial statements and therefore, have prepared the financial statements on a going concern basis.


INDEPENDENT AUDITORS

Richlands Business Advisers Limited, has been appointed as the Company's auditor in accordance with section 485 of the Companies Act 2006.


STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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; - 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.


ABNORMAL AI UK LTD (Registered number: 14267925)


Report of the Directors

for the period 1 September 2023 to 31 January 2025



AUDITORS

The auditors, Richlands Business Advisers Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.


ON BEHALF OF THE BOARD:






P B Graham - Director



27 July 2026


Report of the Independent Auditors to the Members of

ABNORMAL AI UK LTD


Opinion

We have audited the financial statements of ABNORMAL AI UK LTD (the 'company') for the period ended 31 January 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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 January 2025 and of its profit for the period 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.


In connection with our audit of the financial statements, 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 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.


Report of the Independent Auditors to the Members of

ABNORMAL AI UK LTD



Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Strategic Report and the Report of the Directors 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 Report of the Directors.


We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page five, 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 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.


Report of the Independent Auditors to the Members of

ABNORMAL AI UK LTD



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 a Report of the Auditors 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.


We gained an understanding of the legal and regulatory framework applicable to the company and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These laws and regulations included but were not limited to compliance with the Companies Act 2006 and UK accounting standards.

We considered compliance with laws and regulations that could give rise to a material misstatement in the company's financial statements. Our tests included, but were not limited to:- agreement of the financial statement disclosures to underlying supporting documentation;

- enquiries of management;

- testing of journal postings made during the year to identify potential management override of controls;

and

- review of meeting minutes throughout the period.

We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and discussed how and where these might occur and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.


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 Report of the Auditors.


Report of the Independent Auditors to the Members of

ABNORMAL AI UK LTD



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 a Report of the Auditors 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.





Mr Jay Shah FCA (Senior Statutory Auditor)

for and on behalf of Richlands Business Advisers Limited

42 - 46 Station Road

Edgware

Middlesex

HA8 7AB


28 July 2026


ABNORMAL AI UK LTD (Registered number: 14267925)


Income Statement

for the period 1 September 2023 to 31 January 2025



Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated



Notes

$   

$   



TURNOVER

3

18,281,174


7,237,270




Administrative expenses

17,500,315


6,964,969



OPERATING PROFIT and


PROFIT BEFORE TAXATION

780,859


272,301




Tax on profit

6

312,193


74,521



PROFIT FOR THE FINANCIAL

PERIOD

468,666


197,780




ABNORMAL AI UK LTD (Registered number: 14267925)


Other Comprehensive Income

for the period 1 September 2023 to 31 January 2025



Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated



Notes

$   

$   



PROFIT FOR THE PERIOD

468,666


197,780





OTHER COMPREHENSIVE INCOME

-


-




TOTAL COMPREHENSIVE INCOME

FOR THE PERIOD



468,666




197,780




ABNORMAL AI UK LTD (Registered number: 14267925)


Balance Sheet

31 January 2025



31.1.25


31.8.23


as

restated



Notes

$   

$   


CURRENT ASSETS

Debtors

9

2,091,690


409,072



Cash at bank

161,741


115,697



2,253,431


524,769



CREDITORS

Amounts falling due within one year

10

1,586,984


326,988



NET CURRENT ASSETS

666,447


197,781



TOTAL ASSETS LESS CURRENT

LIABILITIES

666,447


197,781




CAPITAL AND RESERVES

Called up share capital

11

1


1



Retained earnings

12

666,446


197,780



SHAREHOLDERS' FUNDS

666,447


197,781




The financial statements were approved by the Board of Directors and authorised for issue on 27 July 2026 and were signed on its behalf by:






P B Graham - Director



ABNORMAL AI UK LTD (Registered number: 14267925)


Statement of Changes in Equity

for the period 1 September 2023 to 31 January 2025



Called up



share


Retained


Total


capital


earnings


equity

$   

$   

$   



Changes in equity

Issue of share capital

1


-


1



Total comprehensive income

-


263,907


263,907



Balance at 31 August 2023

1


263,907


263,908



Prior year adjustment

-


(66,127

)

(66,127

)


As restated

1


197,780


197,781




Changes in equity

Total comprehensive income

-


468,666


468,666



Balance at 31 January 2025

1


666,446


666,447




ABNORMAL AI UK LTD (Registered number: 14267925)


Cash Flow Statement

for the period 1 September 2023 to 31 January 2025



Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated



Notes

$   

$   


Cash flows from operating activities

Cash generated from operations

1

46,044


115,696



Net cash from operating activities

46,044


115,696




Cash flows from financing activities

Share issue

-


1



Net cash from financing activities

-


1




Increase in cash and cash equivalents

46,044


115,697



Cash and cash equivalents at

beginning of period

2

115,697


-




Cash and cash equivalents at end

of period

2

161,741


115,697




ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Cash Flow Statement

for the period 1 September 2023 to 31 January 2025


1.

RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM

OPERATIONS



Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated


$   

$   



Profit before taxation

780,859


272,301




Increase in trade and other debtors

(1,682,618

)

(409,072

)



Increase in trade and other creditors

947,803


252,467




Cash generated from operations

46,044


115,696




2.

CASH AND CASH EQUIVALENTS



The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:



Period ended 31 January 2025


31.1.25


1.9.23

$   

$   



Cash and cash equivalents

161,741


115,697




Period ended 31 August 2023


31.8.23


1.8.22


as restated


$   

$   



Cash and cash equivalents

115,697


-





3.

ANALYSIS OF CHANGES IN NET FUNDS



At 1.9.23

Cash flow

At 31.1.25

$   

$   

$   



Net cash



Cash at bank

115,697


46,044


161,741



115,697


46,044


161,741




Total

115,697


46,044


161,741




ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Financial Statements

for the period 1 September 2023 to 31 January 2025


1.

STATUTORY INFORMATION



Abnormal AI UK Ltd is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page.


2.

ACCOUNTING POLICIES



Basis of preparing the financial statements


The financial statements of the Company have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') 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 judgement in applying the Company's accounting policies.



The financial statements have been prepared on the going concern basis under the historical cost convention.



The principal accounting policies applied in the preparation of these financial statements are set out below.



Critical accounting judgements 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.

In preparing these financial statements the directors have made the following judgements:
- Determining whether transactions with other entities of the wider Group have been conducted on an arms' length basis. These decisions involve the input of internal and external tax advisors to the wider Group, including analysis of comparable companies and groups who operate in similar markets.

- The Company has intercompany receivables for which the expectation is that all will be fully received without discount. In assessing the recoverability of amounts owed to the Company by fellow Group undertakings, management has considered the anticipated cash flow within the wider Group and the support from the ultimate parent company and has deemed these balances recoverable.

The Company does not have any key areas of estimation uncertainty.


Turnover


Turnover comprises the fair value of the consideration receivable for the sale of services, under service agreements with Group companies, at cost plus a profit mark up.



Turnover is recognised when the Company incurs a liability in relation to an expense on which revenue is determined. Turnover is shown net of value-added tax.


ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Financial Statements - continued

for the period 1 September 2023 to 31 January 2025


2.

ACCOUNTING POLICIES - continued



Financial instruments

The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including amounts owed to group undertakings and cash and cash equivalents are initially recognised at transaction price.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the statement of comprehensive income.

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 the statement of comprehensive income.

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) 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.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors and amounts due group undertakings, are initially recognised at their fair value which is usually their transaction price, unless the arrangement constitutes a financing transaction. Financing transactions are recognised at the present value of the future receipts discounted at a market rate of interest.

The measurement of financial liabilities at each reporting date is at amortised cost using the effective interest method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expired. Gains or losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in interest receivables and similar income and interest payable and similar charges.

(iii) Offsetting


ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Financial Statements - continued

for the period 1 September 2023 to 31 January 2025


2.

ACCOUNTING POLICIES - continued


Financial assets and liabilities are offset and the net amounts presented in the financial statements 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 to the liability simultaneously.


Taxation

Taxation for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised directly in equity. There are no items of tax recognised within equity for the current financial period.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is the amount of tax payable in respect of taxable profit for the year or prior years. Tax is calculated on the basis of 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 period 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.


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.

The Company has elected to expense in accordance all research and development costs as a component of administrative expenses under the option available under FRS102 as it is not practicable to determine when the costs represent development costs.

Research and development costs are recharged to the Company's parent, Abnormal AI, Inc., with a 5% mark up.


ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Financial Statements - continued

for the period 1 September 2023 to 31 January 2025


2.

ACCOUNTING POLICIES - continued



Foreign currencies

i. Functional and presentation currency

The Company's functional and presentational currency is the US Dollar.

ii. Transactions and balances

Foreign currency transactions are translated into the functional currency using the rate of exchange ruling on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at rates prevailing at the reporting date. 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 translations and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income within administrative expenses.


Hire purchase and leasing commitments

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


Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.


Going concern


The Company reported a profit after tax for the period of $468,666 (2023 profit: $197,780). As at the balance sheet date, the Company had net assets of $666,447 (2023 net assets: $197,781).



The Company is structured to be profit-making, on an annual basis, by way of the support services agreement in place with its parent company, Abnormal AI, Inc, and are therefore inherently reliant on the support of the wider Group. After making enquiries, based on support pledged by the parent company, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and meet their liabilities as they fall due for the foreseeable future for a minimum of twelve months from the date of the approval of these financial statements. The Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.



Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due, for at least 12 months from the date of approval of the financial statements and, therefore, have prepared the financial statements on a going concern basis.


ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Financial Statements - continued

for the period 1 September 2023 to 31 January 2025


3.

TURNOVER



The turnover and profit before taxation are attributable to the one principal activity of the company.



An analysis of turnover by class of business is given below:



Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated


$   

$   



Related party service revenue

18,281,174


7,237,270



18,281,174


7,237,270





An analysis of turnover by geographical market is given below:



Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated


$   

$   



United States of America

18,281,174


7,237,270



18,281,174


7,237,270




The turnover and profit before taxation are attributable to the one principal activity of the Company and originates wholly from the United States of America.

4.

EMPLOYEES AND DIRECTORS


Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated


$   

$   



Wages and salaries

9,474,934


3,508,169




Social security costs

1,593,805


521,959




Other pension costs

336,686


128,089



11,405,425


4,158,217




ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Financial Statements - continued

for the period 1 September 2023 to 31 January 2025


4.

EMPLOYEES AND DIRECTORS - continued



The average number of employees during the period was as follows:


Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated




Sales and marketing

41


24




Research and development

10


3




Admin

10


1



61


28





Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated


$   

$   



Directors' remuneration

-


-





The directors of the Company are also directors or officers of other Group companies and received no remuneration for the qualifying services to this Company.



Pension costs represent the defined contribution pension scheme operated by the Company.


5.

OPERATING PROFIT



The operating profit is stated after charging/(crediting):



Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated


$   

$   










Other operating leases

338,964


134,706




Foreign exchange differences

(26,645

)

(2,670

)



ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Financial Statements - continued

for the period 1 September 2023 to 31 January 2025


6.

TAXATION



Analysis of the tax charge


The tax charge on the profit for the period was as follows:


Period


Period


1.9.23


1.8.22


to


to


31.1.25


31.8.23


as

restated


$   

$   



Current tax:


UK corporation tax

312,193


74,521




Tax on profit

312,193


74,521





UK corporation tax has been charged at 25% (2023 - 19%).


7.

PRIOR YEAR ADJUSTMENT


During the period, the directors identified that the audit fee relating to the prior financial year had not been accrued or disclosed in the financial statements for that year.

The directors also identified that commissions payable of $177,467 relating to the prior period, had not been accrued. Because the Company recharges all its costs to its parent company at cost plus a 5% markup, this omission also caused the corresponding recharge income of $186,340 to be omitted from the prior period.

These omissions understated administrative expenses (audit fees), commissions payable, accruals, and recharge income in the prior period.

In accordance with FRS 102 Section 10, - Accounting Policies, Estimates and Errors, the comparative figures have been restated to correct them.

Impact of the prior year adjustment:
o Increase in administrative expenses (audit fees): $75,000
o Increase in commissions payable: $177,467
o Increase in accruals: $252,467
o Increase in income (cost plus recharge): $186,340
o Net decrease in prior year profit: $66,127

The adjustment affects only the comparative period and the opening balances of the current period. It has no impact on the current period profit, cash flows, or net assets.

8.

AUDITORS’ REMUNERATION



Fees payable to the auditor in respect of audit services for the period ended 31 January 2025 were $89,113 (period ended 31 August 2023: $75,000).


ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Financial Statements - continued

for the period 1 September 2023 to 31 January 2025


9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR



31.1.25


31.8.23


as

restated


$   

$   



Amounts owed by group

undertakings

989,253


212,871




Prepayments and accrued income

1,102,437


196,201



2,091,690


409,072




10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR



31.1.25


31.8.23


as

restated


$   

$   



Tax

386,714


74,521




Pension payable

76,942


-




Accrued expenses

1,123,328


252,467



1,586,984


326,988




11.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:

Class:

Nominal

31.1.25


31.8.23


value:


as

restated


$   

$   



1

Ordinary

$1

1


1




12.

RESERVES


Retained


earnings

$   




At 1 September 2023

263,907




Prior year adjustment

(66,127

)


197,780




Profit for the period

468,666




At 31 January 2025

666,446




13.

ULTIMATE PARENT COMPANY



Abnormal AI, Inc. is regarded by the directors as being the Company's ultimate parent company and controlling entity throughout the financial period by virtue of its 100% shareholding in the Company.


ABNORMAL AI UK LTD (Registered number: 14267925)


Notes to the Financial Statements - continued

for the period 1 September 2023 to 31 January 2025


14.

RELATED PARTY DISCLOSURES



The smallest group in which the results of the Company are consolidated is that of its parent company, Abnormal AI, Inc. The address of Abnormal AI, Inc's registered office is 8474 Rozita Lee Avenue, Suite 420, Las Vegas, Nevada 89113, United States.



The Company has taken advantage of the exemption contained in FRS 102, 33.1A not to disclose transactions with other members of the group controlled by Abnormal AI, Inc.



There are no related party transactions to disclose outside of the Abnormal AI, Inc.