| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1 DECEMBER 2023 TO 31 DECEMBER 2024 |
| FOR |
| KAIROS SPORTS TECH LTD |
| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1 DECEMBER 2023 TO 31 DECEMBER 2024 |
| FOR |
| KAIROS SPORTS TECH LTD |
| KAIROS SPORTS TECH LTD (REGISTERED NUMBER: NI650105) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the Period 1 December 2023 to 31 December 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| KAIROS SPORTS TECH LTD |
| COMPANY INFORMATION |
| for the Period 1 December 2023 to 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| INDEPENDENT AUDITORS: |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| KAIROS SPORTS TECH LTD (REGISTERED NUMBER: NI650105) |
| BALANCE SHEET |
| 31 December 2024 |
| 31.12.24 | 30.11.23 |
| (Unaudited) |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 4 |
| CURRENT ASSETS |
| Debtors | 5 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 6 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year | 7 |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 8 |
| Share premium | 9 |
| Other reserves | 9 |
| Retained earnings | 9 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| KAIROS SPORTS TECH LTD (REGISTERED NUMBER: NI650105) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the Period 1 December 2023 to 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Kairos Sports Tech Ltd is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Acquisition |
| During the financial year, Kairos Sports Tech Ltd was acquired by Teamworks Innovations Inc. As a result, Kairos Sports Tech Ltd is now part of the Teamworks Innovations Inc. group. |
| Going concern |
| The company has obtained a letter of support from its parent company, Teamworks Innovations, Inc. The directors of Teamworks Innovations, Inc., have provided a commitment to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for a period in excess of 12 months and 1 day from the date of the Kairos Sports Tech Limited audit report. As a result of this commitment, the directors have continued to adopt the going concern basis in preparing these financial statements. |
| Accounting Period |
| The accounting period for these financial statements is 13 months, from 1 December 2023 to 31 December 2024. This extended period is due to aligning the company's financial year with that of its parent company. As a result, the comparatives presented in these financial statements are not completely comparable. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| The company has two streams of revenue: |
| 1. Internal - Intercompany |
| Internal sales comprise amounts charged to the company's parent company in accordance with their transfer pricing study, turnover is recognised when chargeable costs are incurred. |
| 2. External - subscription sales |
| External sales are recognised on a straight line basis over the life of the contract, which represents the period the client has access to the software. |
| Tangible fixed assets |
| All fixed assets were disposed of on acquisition. Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases: |
| Computer Equipment: 15% straight line depreciation |
| Financial instruments |
| Basic Financial Instruments as covered by Section 11 of FRS 102 are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS 102. |
| KAIROS SPORTS TECH LTD (REGISTERED NUMBER: NI650105) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Period 1 December 2023 to 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the period 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 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 |
| The company has claimed a research and development (R&D) tax credit under the UK government’s R&D tax relief scheme. The credit is recognised in the profit and loss account when there is reasonable assurance that the entity will comply with the conditions attached to the credit and that the credit will be received. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| 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. |
| KAIROS SPORTS TECH LTD (REGISTERED NUMBER: NI650105) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Period 1 December 2023 to 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Share-based payments |
| Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. |
| The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. |
| The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. |
| The share-based payment expense is recognised on a reasonable allocation of the group expense. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the period was |
| 4. | TANGIBLE FIXED ASSETS |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| At 1 December 2023 |
| Disposals | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 December 2023 |
| Charge for period |
| Eliminated on disposal | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 30 November 2023 |
| KAIROS SPORTS TECH LTD (REGISTERED NUMBER: NI650105) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Period 1 December 2023 to 31 December 2024 |
| 5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 30.11.23 |
| (Unaudited) |
| £ | £ |
| Trade debtors |
| Other debtors |
| 6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 30.11.23 |
| (Unaudited) |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors & accruals |
| 7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 31.12.24 | 30.11.23 |
| (Unaudited) |
| £ | £ |
| Other creditors |
| 8. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 30.11.23 |
| value: | £ | £ |
| Ordinary | £0.01 | 199 | 182 |
| Preferred Ordinary | £0.01 | 35 | 35 |
| 234 | 217 |
| 1,304 Ordinary shares of £0.01 each were allotted as fully paid at a par during the period. |
| 396 Ordinary shares of £0.01 each were allotted as fully paid at premium of £377 per share during the period. |
| Share premium account |
| The share premium account represents the amount received by the company over and above the nominal value of the shares issued. This account is maintained in accordance with the provisions of the Companies Act 2006 and FRS 102 Section 1A. The share premium account at the year end date had a value of £2,153,079. |
| KAIROS SPORTS TECH LTD (REGISTERED NUMBER: NI650105) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Period 1 December 2023 to 31 December 2024 |
| 9. | RESERVES |
| Retained | Share | Other |
| earnings | premium | reserves | Totals |
| £ | £ | £ | £ |
| At 1 December 2023 | ( |
) | (882,955 | ) |
| Deficit for the period | ( |
) | ( |
) |
| Share issue |
| Charge for the year | - | - | 46,875 | 46,875 |
| At 31 December 2024 | ( |
) | (756,952 | ) |
| The balance in other reserves relates entirely to amounts recognised in respect of share-based payment transactions. |
| 10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:- |
| "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." |
| We would also like to draw your attention to the following statement contained within our audit report as included within the full financial statements:- |
| "Other information |
| The directors are responsible for the other information. The other information comprises the information in 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| The financial statements for the previous accounting period were not audited." |
| KAIROS SPORTS TECH LTD (REGISTERED NUMBER: NI650105) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Period 1 December 2023 to 31 December 2024 |
| 11. | SHARE-BASED PAYMENT TRANSACTIONS |
| The Company has issued equity settled share incentives with its employees. |
| The share options are granted over shares in the ultimate parent company, Teamworks Innovations, Inc. (incorporated in the United States). The options vest as follows: 25% of the total number of shares subject to the option vest on the first anniversary of the vesting commencement date, with the remaining 75% vesting in equal monthly instalments of 1/48th thereafter, such that all options are fully vested on the fourth anniversary of the vesting commencement date. Vesting is conditional on the participant remaining employed at each vesting date. Vesting ceases immediately upon cessation of employment. |
| The following table summarises the number and weighted average exercise prices of the options during the year: |
Item | Number | Weighted average exercise price (USD$ | ) |
| Outstanding at the beginning of the period | - | - |
| Granted during the year | 742,337 | 0.5644 |
| Forfeited/cancelled during the period | - | - |
| Exercised during the period | - | - |
| Expired during the period | - | - |
| Outstanding at the end of the period | 742,337 | 0.5644 |
| Exercisable at the end of the period | 185,195 | 0.5437 |
| The fair value of the options has been determined using the Black-Scholes option pricing model, as described in the accounting policies in Note 2. The share-based payment expense is measured on the basis of a reasonable allocation of the total expense for the group. A share-based payment expense of £46,875 was recognised in the year. |
| 12. | PARENT COMPANY |
| The parent company, Teamworks Innovations Inc, a company incorporated at 122 E Parrish St, Durham, |
| NC 27701, is the largest and only group company to prepare consolidated financial statements. |
| 13. | PENSION COMMITMENTS |
| During the year, the company made pension contributions of £17,320. As at the year end, there were no unpaid pension contributions. |