UK 3B Scientific Limited

Contents

Statement of Financial Position	1
Notes to the Financial Statements	2 to 14

UK 3B Scientific Limited

(Registration number: 04801255)
Statement of Financial Position as at 31 December 2024

	Note	2024 £	2023 £
Fixed assets
Intangible assets	5	249,034	-
Tangible assets	6	14,715	5,368
Investments	7	4,098,476	8,196,952
		4,362,225	8,202,320
Current assets
Stocks	8	73,745	31,685
Debtors	9	683,451	534,431
Cash at bank and in hand		130,851	528,817
		888,047	1,094,933
Creditors: Amounts falling due within one year	10	(816,732)	(750,339)
Net current assets		71,315	344,594
Total assets less current liabilities		4,433,540	8,546,914
Creditors: Amounts falling due after more than one year	10	(8,313,905)	(8,496,263)
Net (liabilities)/assets		(3,880,365)	50,651
Capital and reserves
Called up share capital		30,000	30,000
Profit and loss account		(3,910,365)	20,651
Shareholders' (deficit)/funds		(3,880,365)	50,651

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Statement of Comprehensive Income.

Approved and authorised by the Board on 29 September 2025 and signed on its behalf by:
 

Mr M G Sprott Director

UK 3B Scientific Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
9 Regent Street
Burnham-on-Sea
Somerset
TA8 1AX

Principal activity

The principal activity of the company is those of the sale of science teaching equipment and acupuncture needles and therapy products.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Despite the £3,914,749 loss before tax for the year, and the net liabilities position of £3,880,365, the directors have prepared the accounts on a going concern basis. They believe that this basis is appropriate, as Sydney US Buyer Corp, has indicated to the directors that it is willing to provide support to enable the company to continue to meet its obligations as they fall due for a period of at least 12 months from the date of signing of these financial statements. Having regard to the ability and intent of the company to provide that support, the directors believe that it is appropriate to prepare the accounts on a going concern basis, but recognise that there can be no certainty in regard to this matter.

The financial statements are prepared in sterling which is the functional currency of the entity.

Summary of disclosure exemptions

The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.

UK 3B Scientific Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2	Accounting policies (continued)

Audit report

The Independent Auditor's Report was unqualified.

The name of the Senior Statutory Auditor who signed the audit report on 30 September 2025 was Peter Lomax , who signed for and on behalf of Westcotts (SW) LLP.

.........................................

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome.

A key estimate is the amount of contingent consideration that will be paid in relation to the acquisition of Lifecast Body Simulation Limited, which is based upon management's forecasts of the future performance of the business. The key judgement related to this is management's assessment that the contingent consideration should be treated as an expense, rather than part of the cost of investment, based on management's assessment of the terms and conditions of the sale and purchase agreement.

A key estimate is the valuation of investment held in Lifecast Body Simulation Limited. During the year an impairment of this valuation was determined to be necessary of half of it's value, owing to the performance not being as strong as hoped on acquisition.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

UK 3B Scientific Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2	Accounting policies (continued)

Tax

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

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

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Leasehold property improvements	period of lease
Fixtures, fittings and equipment	10%-20% reducing balance
Office equipment	33% straight line

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

UK 3B Scientific Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2	Accounting policies (continued)

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class	Amortisation method and rate
Software licence	period of licence
Goodwill	10 years straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. In the statement of financial position, bank overdrafts are shown within borrowing or current liabilities

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

UK 3B Scientific Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2	Accounting policies (continued)

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the statement of comprehensive income over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Recognition and measurement
A financial asset or a financial liability is recognised only when the company becomes party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

UK 3B Scientific Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 7 (2023 - 7).

4	Exceptional items

In the year the value of the investment in Lifecast Body Simulation Ltd was impaired by £4,098,476.

5	Intangible assets

	Goodwill  £	Other intangible assets  £	Total £
Cost or valuation
At 1 January 2024	-	113,344	113,344
Additions acquired separately	271,674	-	271,674
At 31 December 2024	271,674	113,344	385,018
Amortisation
At 1 January 2024	-	113,344	113,344
Amortisation charge	22,640	-	22,640
At 31 December 2024	22,640	113,344	135,984
Carrying amount
At 31 December 2024	249,034	-	249,034

On 1 March 2024 the Company acquired the trade and assets of MDT Global Solutions Ltd. For consideration of £300,000, assets fair value of £28,326 were acquired, leading to £271,674 recognised in Goodwill.

This goodwill is being amortised on a 10 year straight line basis.

UK 3B Scientific Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

6	Tangible assets

	Fixtures and fittings £	Office equipment £	Motor vehicles  £	Total £
Cost or valuation
At 1 January 2024	6,539	14,105	-	20,644
Additions	1,903	6,108	7,676	15,687
Disposals	-	(2,274)	-	(2,274)
At 31 December 2024	8,442	17,939	7,676	34,057
Depreciation
At 1 January 2024	4,226	11,050	-	15,276
Charge for the year	1,045	3,163	2,132	6,340
Eliminated on disposal	-	(2,274)	-	(2,274)
At 31 December 2024	5,271	11,939	2,132	19,342
Carrying amount
At 31 December 2024	3,171	6,000	5,544	14,715
At 31 December 2023	2,313	3,055	-	5,368

UK 3B Scientific Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

7	Investments

	2024 £	2023 £
Investments in subsidiaries	4,098,476	8,196,952