REGISTERED NUMBER: 13216336 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Bio Scope 3 Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

19

DIRECTORS:

A C T Gomarsall

J A Gomarsall

N J Razey

S Taylor

REGISTERED OFFICE:

Eldo House

Kempson Way

Suffolk Business Park

Bury St Edmunds

Suffolk

IP32 7AR

REGISTERED NUMBER:

13216336 (England and Wales)

SENIOR STATUTORY AUDITOR:

James Knights FCA ACA

AUDITORS:

Knights Lowe Limited

Eldo House

Kempson Way

Suffolk Business Park

Bury St Edmunds

Suffolk

IP32 7AR

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

1. Business Overview

Bio Scope 3 Limited ("Bio 3") is the holding company for the Bio Scope 3 group of companies ("the Group"), which includes two trading subsidiary companies, Network 2 Supplies Limited ("n2s") and Bio Scope Technologies Limited ("Bio Tech").

n2s is an industry leader in IT Lifecycle Management with specialist expertise in the sustainability, security and compliance challenges associated with technology. The company's mission is to redefine the lifecycle of technology pioneering innovations such as in precious metal recovery to achieve circularity in the IT and telecoms sectors. n2s is the first technology lifecycle management provider with expertise in decarbonisation to truly empower SME and large enterprise businesses to deliver and report on their IT sustainability goals.Bio Tech has invested in considerable Research & Development knowledge and expertise, combined with comprehensive laboratory and production testing processes.

2. Objectives and Strategy

Group Objectives:

- To double revenues and significantly increase financial profitability over the next three years

- To work in collaboration with strategic partners to supply products and materials for sustainable

recycling development projects

- To develop the recycling capabilities of its facility based in the Midlands

- To implement manageable value streams to determine the strengths and weaknesses of the business

- To develop and productionise bio leaching technologies

Group Strategy:

To achieve these objectives, Bio 3 is:

- Strengthening its marketing position by employing an agency to undertake this on its behalf

- Employing a science team with the knowledge to implement our company objectives for Bio Tech

- Enhancing customer support and post-sale engagement through a new CRM system and the introduction of

a Customer Operations team

REVIEW OF BUSINESS

Performance Summary:

Revenues reduced slightly to £12.8 million in 2024, compared to £13.1 million in 2023, driven primarily by a lack of significant one-off high revenue projects that were seen in previous years, ultimately resulting in an Operating Loss of £2.9 million in 2024 compared to an Operating Loss of £1.8 million achieved in 2023.

Key Performance Indicators (KPIs):

- Revenue growth: (-2%)

- Gross profit margin: 33%

- Customer retention rate: 86%

- New business: 8%

PRINCIPAL RISKS AND UNCERTAINTIES

Principal Risks and Uncertainties

Risk

Description

Mitigation

Supply Chain Disruption

Increased lead times for international deliveries

Increased upfront payment and improved insurance policy

Regulatory Changes

Environment Agency permit issuance

Work closely with local authorities to ensure compliance

Cybersecurity

Data breaches or ransomware attacks

Upgraded IT systems, regular staff training, external audits

Intellectual Property

Competitors replicating our developed technologies

Patents applied for

Environmental, Social and Governance (ESG)

Environmental:

The Group reduced its carbon emissions year-on-year by switching to renewable energy at all its facilities.

Social:

The Group introduced a new employee wellness programme, including mental health support, and in addition partnered with its customers on environmental awareness initiatives.

Governance:

The board of directors of n2s and Bio Tech were enhanced in the second half of 2024 with the introduction of a new Chairman and non-executive director strengthening oversight and strategic decision-making.

Future Outlook

The Group anticipates growth in the data centre decommissioning sector and will focus its sales and marketing teams in securing business in this area. Expansion of its facility in the Midlands has enabled floorspace in its Bury St Edmunds facility to be freed up for further revenue generating opportunities.

Significant funding of capital equipment to allow the implementation of bio leaching at full production scale.

Investments planned for 2025 include upgrading of site security and stock management systems throughout the business.

.

SECTION 172(1) STATEMENT

The directors of Bio Scope 3 Limited have acted in good faith to promote the success of the company for the benefit of its members, and in doing so have considered:

Long-term impact: All major decisions, including investment in automation and expansion, are assessed

for long-term financial and environmental sustainability.

Employees: Regular town-hall meetings and anonymous surveys are used to engage employees and shape

HR policy.

Business relationships: Strategic partnerships with key customers are nurtured through quarterly reviews

and shared KPIs.

High standards of conduct: Regular review and update of Code of Conduct and whistleblowing policies.

ON BEHALF OF THE BOARD:

S Taylor - Director

26 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

A C T Gomarsall

J A Gomarsall

N J Razey

S Taylor

Other changes in directors holding office are as follows:

P Allington - resigned 7 August 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Knights Lowe Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S Taylor - Director

26 September 2025

Opinion

We have audited the financial statements of Bio Scope 3 Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 Group 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.

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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 group's and the parent 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 group or the parent 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 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.

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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- 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 companies operating sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;

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

- identified laws and regulations were communicated within 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;

- 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:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;

- investigated the rationale behind significant or unusual transactions; and

- specifically tested the used stock valuation including the used stock write-down provision, maintenance contracts, and the buy-back provision. These are areas requiring some level of management judgement and so could be susceptible to management bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims;

- reviewing correspondence with HMRC, relevant regulators [Scania for franchise purposes] and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, 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.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

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.

James Knights FCA ACA (Senior Statutory Auditor)

for and on behalf of Knights Lowe Limited

Eldo House

Kempson Way

Suffolk Business Park

Bury St Edmunds

Suffolk

IP32 7AR

26 September 2025

TURNOVER

12,809,627

13,068,309

Cost of sales

8,586,057

8,230,736

GROSS PROFIT

4,223,570

4,837,573

Exceptional Items

160,376

-

Administrative expenses

7,076,711

6,615,323

7,237,087

6,615,323

(3,013,517

)

(1,777,750

)

Other operating income

107,697

-

OPERATING LOSS

4

(2,905,820

)

(1,777,750

)

Interest receivable and similar income

-

34,519

(2,905,820

)

(1,743,231

)

Interest payable and similar expenses

6

349,959

282,248

LOSS BEFORE TAXATION

(3,255,779

)

(2,025,479

)

Tax on loss

7

(39,911

)

41,419

LOSS FOR THE FINANCIAL YEAR

(3,215,868

)

(2,066,898

)

Loss attributable to:

Owners of the parent

(2,502,637

)

(2,066,898

)

Non-controlling interests

(713,231

)

-

(3,215,868

)

(2,066,898

)

LOSS FOR THE YEAR

(3,215,868

)

(2,066,898

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(3,215,868

)

(2,066,898

)

Note

Prior year adjustment

9

(34,536

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(3,250,404

)

Total comprehensive income attributable to:

Owners of the parent

(2,537,223

)

(2,066,898

)

Non-controlling interests

(713,181

)

-

(3,250,404

)

(2,066,898

)

FIXED ASSETS

Intangible assets

10

2,624,506

3,061,875

Tangible assets

11

2,957,300

2,433,779

Investments

12

-

-

5,581,806

5,495,654

CURRENT ASSETS

Stocks

13

940,182

462,005

Debtors

14

3,032,465

2,345,748

Cash at bank and in hand

422,426

659,472

4,395,073

3,467,225

CREDITORS

Amounts falling due within one year

15

9,204,371

7,111,459

NET CURRENT LIABILITIES

(4,809,298

)

(3,644,234

)

TOTAL ASSETS LESS CURRENT LIABILITIES

772,508

1,851,420

CREDITORS

Amounts falling due after more than one year

16

(57,119

)

(160,252

)

PROVISIONS FOR LIABILITIES

19

(198,729

)

(238,640

)

NET ASSETS

516,660

1,452,528

CAPITAL AND RESERVES

Called up share capital

20

12

11

Share premium

21

6,279,943

3,999,994

Retained earnings

21

(5,050,114

)

(2,547,477

)

SHAREHOLDERS' FUNDS

1,229,841

1,452,528

NON-CONTROLLING INTERESTS

22

(713,181

)

-

TOTAL EQUITY

516,660

1,452,528

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

S Taylor - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

4,000,104

4,000,104

4,000,104

4,000,104

CURRENT ASSETS

Debtors

14

6,527,746

4,303,747

CREDITORS

Amounts falling due within one year

15

5,516,759

4,303,846

NET CURRENT ASSETS/(LIABILITIES)

1,010,987

(99

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,011,091

4,000,005

CAPITAL AND RESERVES

Called up share capital

20

12

11

Share premium

5,289,993

3,999,994

Retained earnings

(278,914

)

-

SHAREHOLDERS' FUNDS

5,011,091

4,000,005

Company's loss for the financial year

(278,914

)

-

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

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

S Taylor - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

11

(480,579

)

3,999,994

Changes in equity

Deficit for the year

-

(2,032,362

)

-

Total comprehensive income

-

(2,032,362

)

-

Balance at 31 December 2023

11

(2,512,941

)

3,999,994

Prior year adjustment

-

(34,536

)

-

As restated

11

(2,547,477

)

3,999,994

Changes in equity

Deficit for the year

-

(2,502,637

)

-

Other comprehensive income

-

-

-

Total comprehensive income

-

(2,502,637

)

-

Issue of share capital

1

-

2,279,949

Balance at 31 December 2024

12

(5,050,114

)

6,279,943

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

3,519,426

-

3,519,426

Changes in equity

Deficit for the year

(2,032,362

)

-

(2,032,362

)

Total comprehensive income

(2,032,362

)

-

(2,032,362

)

Balance at 31 December 2023

1,487,064

-

1,487,064

Prior year adjustment

(34,536

)

-

(34,536

)

As restated

1,452,528

-

1,452,528

Changes in equity

Deficit for the year

(2,502,637

)

(713,231

)

(3,215,868

)

Other comprehensive income

-

50

50

Total comprehensive income

(2,502,637

)

(713,181

)

(3,215,818

)

Issue of share capital

2,279,950

-

2,279,950

Balance at 31 December 2024

1,229,841

(713,181

)

516,660

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

11

-

3,999,994

4,000,005

Changes in equity

Balance at 31 December 2023

11

-

3,999,994

4,000,005

Changes in equity

Issue of share capital

1

-

1,289,999

1,290,000

Total comprehensive income

-

(278,914

)

-

(278,914

)

Balance at 31 December 2024

12

(278,914

)

5,289,993

5,011,091

Cash flows from operating activities

Cash generated from operations

1

(3,061,873

)

(1,022,646

)

Interest paid

(399,347

)

(158,825

)

Interest element of hire purchase payments paid

(19,691

)

(19,816

)

Net cash from operating activities

(3,480,911

)

(1,201,287

)

Cash flows from investing activities

Purchase of tangible fixed assets

(1,202,340

)

(986,592

)

Sale of tangible fixed assets

34,524

22,896

Interest received

-

(17

)

Net cash from investing activities

(1,167,816

)

(963,713

)

Cash flows from financing activities

Capital repayments in year

(215,116

)

(172,799

)

Amount introduced by directors

4,559,900

2,263,797

Share issue

2

-

Hire purchase interest

19,691

(19,199

)

New hire purchase agreements

47,204

148,883

Net cash from financing activities

4,411,681

2,220,682

(Decrease)/increase in cash and cash equivalents

(237,046

)

55,682

Cash and cash equivalents at beginning of year

2

659,472

603,790

Cash and cash equivalents at end of year

2

422,426

659,472

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

as restated

£

£

Loss before taxation

(3,255,779

)

(2,025,479

)

Depreciation charges

1,090,214

1,030,390

(Profit)/loss on disposal of fixed assets

(8,549

)

6,659

Minority interest

51

-

Finance costs

349,959

282,248

Finance income

-

(34,519

)

(1,824,104

)

(740,701

)

Increase in stocks

(478,177

)

(178,171

)

Increase in trade and other debtors

(686,717

)

(1,134,321

)

(Decrease)/increase in trade and other creditors

(72,875

)

1,030,547

Cash generated from operations

(3,061,873

)

(1,022,646

)

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:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

422,426

659,472

Year ended 31 December 2023

31.12.23

1.1.23

as restated

£

£

Cash and cash equivalents

659,472

603,790

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

659,472

(237,046

)

422,426

659,472

(237,046

)

422,426

Debt

Finance leases

(342,053

)

148,221

(193,832

)

(342,053

)

148,221

(193,832

)

Total

317,419

(88,825

)

228,594