REGISTERED NUMBER: 13916820 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

SB TECH UK, LTD

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

Mr J Hidary

Mr D Silverman

Secretary:

Vistra Cosec Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

SW1H 0BL

Registered number:

13916820 (England and Wales)

Auditors:

Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

FIXED ASSETS

Tangible assets

4

45,888

8,738

CURRENT ASSETS

Debtors

5

1,318,643

372,717

Cash at bank

315,650

29,181

1,634,293

401,898

CREDITORS

Amounts falling due within one year

6

(615,812

)

(193,944

)

NET CURRENT ASSETS

1,018,481

207,954

TOTAL ASSETS LESS CURRENT LIABILITIES

1,064,369

216,692

CAPITAL AND RESERVES

Called up share capital

1

1

Other reserves

895,610

203,084

Retained earnings

168,758

13,607

SHAREHOLDERS' FUNDS

1,064,369

216,692

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 10 December 2025 and were signed on its behalf by:

Mr D Silverman - Director

1.	STATUTORY INFORMATION

SB Tech 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.

The company’s functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Related party exemption

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

Changes in accounting policies

There has been a change in presentational currency in the current period and financial statements are now presented in pounds sterling (GBP), the comparative figures have been restated from USD to GBP.

Turnover

Turnover represents amounts charged to the company's parent under a sales and marketing agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred.

Tangible fixed assets

Tangible assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer Equipment - over 3 years

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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 the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

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 initially recognised at transaction price.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

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.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2023 - 8 ) .

4.	TANGIBLE FIXED ASSETS

Computer

equipment

£

Cost

At 1 January 2024

14,861

Transferred from group undertakings

37,884

Additions

12,491

At 31 December 2024

65,236

Depreciation

At 1 January 2024

6,123

Charge for the year

13,225

At 31 December 2024

19,348

Net book value

At 31 December 2024

45,888

At 31 December 2023

8,738

5.

DEBTORS

31/12/24

31/12/23

as restated

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

989,078

305,482

Other debtors

113,177

16,464

1,102,255

321,946

Amounts falling due after more than one year:

Other debtors

216,388

50,771

Aggregate amounts

1,318,643

372,717

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

as restated

£

£

Amounts owed to group undertakings

23,633

23,269

Taxation and social security

253,027

53,283

Other creditors

339,152

117,392

615,812

193,944

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

The Report of the auditors was unqualified.

Simon Roper (Senior Statutory Auditor)

for and on behalf of Fuller & Roper Limited

8.	ULTIMATE CONTROLLING PARTY

SB Technology, Inc. (incorporated in the United States of America) is regarded by the directors as being the company's immediate and ultimate parent company. The registered office is based at 303 South Broadway, Suite 105, Tarrytown, NY 10591, USA.

9.	SHARE-BASED PAYMENT TRANSACTIONS

The company has granted equity settled share options to employees, to acquire shares in the parent company, SB Technology, Inc. All options granted to the employees vest over a period of four years and carry a maximum term of ten years. At the year-end date, a total of 1,870,000 (2023: 444,500) options had been issued to employees, of which 1,395,000 (172,445) options were exercisable at 31 December 2024.