REGISTERED NUMBER: 05790432 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

Skyhawke Technologies UK Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

R L Spell

R Edmonson

REGISTERED OFFICE:

Units 10E Haddenham Business Park

Pegasus Way

Haddenham

Aylesbury

Buckinghamshire

HP17 8LJ

REGISTERED NUMBER:

05790432 (England and Wales)

AUDITORS:

DUX Advisory Limited

Chartered Accountants and

Statutory Auditors

Kennel Club House

Gatehouse Way

Aylesbury

Buckinghamshire

HP19 8DB

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

2,892

464

2,892

464

CURRENT ASSETS

Stocks

201,065

659,934

Debtors: amounts falling due within one year

6

121,126

106,354

Debtors: amounts falling due after more than one year

6

13,575

13,575

Cash at bank

88,098

529,784

423,864

1,309,647

CREDITORS

Amounts falling due within one year

7

458,150

978,405

NET CURRENT (LIABILITIES)/ASSETS

(34,286

)

331,242

TOTAL ASSETS LESS CURRENT LIABILITIES

(31,394

)

331,706

CREDITORS

Amounts falling due after more than one year

8

(94,218

)

(94,278

)

PROVISIONS FOR LIABILITIES

10

(57,531

)

(23,085

)

NET (LIABILITIES)/ASSETS

(183,143

)

214,343

CAPITAL AND RESERVES

Called up share capital

11

2

2

Share premium

382,123

382,123

Retained earnings

(565,268

)

(167,782

)

SHAREHOLDERS' FUNDS

(183,143

)

214,343

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 15 July 2026 and were signed on its behalf by:

R L Spell - Director

1.	STATUTORY INFORMATION

Skyhawke Technologies Limited ("the Company") is a private limited company, limited by shares and incorporated in the United Kingdom. The address of its registered office and principal place of business is Haddenham Business Park, Units 10E, Pegasus Way, Haddenham, Buckinghamshire, HP17 8LJ. The Company's registered number is 05790432.

The principal activity of the Company is primarily the wholesale and retail sales of golf GPS equipment and simulators.

These financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates. Monetary amounts in these financial statements have been rounded to the nearest £.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland 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.

In accordance with FRS 102, the company is exempt, as a wholly owned subsidiary, from the requirement to prepare a Cash Flow Statement.

Going Concern

Management expects the Company to return to profitability in 2026 and remain a going concern due to a number of factors, including:

- The circumstances existing in 2025 that caused the Company’s 2025 launch monitor turnover to be depressed over prior years was abated at the end of Q1 2026 and no longer exists, and, in consequence, the Company anticipates an increase in launch monitor turnover in 2026 and 2027 over 2025;

- The Company’s principle launch monitor supplier is ready to launch a long-anticipated new model that is expected to generate additional upgrade turnover as customers move to the more advanced technology;

- The Company has recently signed-on with a second launch monitor supplier that will generate additional turnover beginning in second-half 2026;

- The Company has now signed agreements with three of the largest golf simulation companies, whose simulation products work with most of the major launch monitors, to integrate their products with the Company’s new SuperTag product. Sales of SuperTags to consumers through golf simulation companies is the heart of the Company’s go-to-market plan for SuperTags. One simulation company is scheduled to complete integration and release its integrated product in August 2026 and the other two expected to release their integrated products in Q3-Q4 2026.

- The Company is implementing a plan to reduce overhead to further improve margins.

Based on the foregoing, the Company believes it will return to profitability in 2026, continuing into and through 2027, and remain a going concern.

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 the parent company and other subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

In preparing the financial statements it is necessary to make certain judgements, estimates and assumptions that affect the amounts recognised in the financial statements. These assumptions are reassessed annually as part of the accounts preparation process.

The critical judgments that the directors have made in the process of applying the company's accounting policies that have the most significant effect on the statutory financial statements are discussed below.

Stock provision

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the Income Statement. A reserve of 50% is maintained for items that are classified as current life refurbishments. A reserve of 100% is maintained for items classified as end of life refurbishments. Any other models not listed above are considered to be end of life.A reserve is maintained at 100% for warranty and repair-related inventory.

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Sales of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer;

- the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probably that the company will received the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably and the costs incurred; and

- the costs to complete the contract can be measured reliably.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

Computer software - 33 % Straight Line

Amortisation is charged to administrative expenses within the Income Statement.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

S/Term Leasehold Property - 20% straight line

Other fixed assets - 25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in Income Statement.

Depreciation is charged in administrative expenses in the Income Statement.

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Income Statement.

Finance costs

Finance costs are charged to the Income Statement over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Financial instruments

Financial assets and liabilities are recognised when the company becomes party to the contractual provisions of the financial instrument. The company holds basic financial instruments, which comprise cash and cash equivalents, trade and other receivables, trade and other payables and loans and borrowings. The company has chosen to apply the provisions of Section 11 Basic Financial Instruments.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Equity

Equity instruments are classified in accordance with the substance of the contractual agreement. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Current and deferred tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Income Statement except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. 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 transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement with 'finance income or costs'. All other foreign exchange gains and losses are recognised in the Income Statement.

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Income Statement in the year that the Company becomes aware of the obligation and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Debtors and creditors

Short-term debtors are measured at the transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Leases

Lease arrangements are classified as a finance lease where the terms of the lease transfer substantially all the risks and rewards of ownership of the lessee. All other lease arrangements are classified as an operating lease.

Operating leases: the company as lessee

Rentals paid under operating leases are charged to the Income Statement on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 10 (2024 - 10 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

and 31 December 2025

22,071

AMORTISATION

At 1 January 2025

and 31 December 2025

22,071

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

-

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2025

17,600

87,594

105,194

Additions

-

3,145

3,145

At 31 December 2025

17,600

90,739

108,339

DEPRECIATION

At 1 January 2025

17,600

87,130

104,730

Charge for year

-

717

717

At 31 December 2025

17,600

87,847

105,447

NET BOOK VALUE

At 31 December 2025

-

2,892

2,892

At 31 December 2024

-

464

464

The land and buildings include short term leasehold property.

6.

DEBTORS

31.12.25

31.12.24

£

£

Amounts falling due within one year:

Trade debtors

24,703

57,933

Amounts owed by group undertakings

61,046

-

Other debtors

35,377

48,421

121,126

106,354

Amounts falling due after more than one year:

Other debtors

13,575

13,575

Aggregate amounts

134,701

119,929

Amounts owed by group undertakings are repayable on demand, unsecured and interest free.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

172,952

164,331

Amounts owed to group undertakings

-

452,213

Social security and other taxes

8,924

8,648

VAT

38,300

96,145

Other creditors

1,960

17,673

Accruals and deferred income

236,014

239,395

458,150

978,405

Amounts owed to group undertakings are repayable on demand, unsecured and interest free.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Accruals and deferred income

94,218

94,278

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£

£

Within one year

19,450

49,504

Between one and five years

100

19,550

19,550

69,054

10.	PROVISIONS FOR LIABILITIES

31.12.25

31.12.24

£

£

Other provisions

Dilapidation provision

55,894

20,000

Warranty provision

1,637

3,085

57,531

23,085

Dilapidation provision

The dilapidation provision relates to charges expected upon exiting a leased property.

Warranty provision

This is a provision for probable warranty claims to be made based on historic receipts of claims.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

2

Ordinary shares

£1

2

2

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

The Report of the Auditors was unqualified.

We draw attention to Note 2 of the financial statements, which outlines the uncertainties related to the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Bianca Permal FCA (Senior Statutory Auditor)

for and on behalf of DUX Advisory Limited

13.	ULTIMATE CONTROLLING PARTY

The Company's controlling party is its parent Company, Skyhawke Technologies LLC, a Company incorporated in the United States of America. The address of its registered office is Ridgeland Technology Center, Suite M, 274 Commerce Park Drive, Ridgeland, MS 39157, United States.

The financial statements are publicly available from SkyGolf Corporate Headquarters, P.O. Box 2960, Ridgeland, MS 39158, United States.