REGISTERED NUMBER: NI650105 (Northern Ireland)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

KAIROS SPORTS TECH LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

J Coffos

H Gutry

W Robinson

REGISTERED OFFICE:

Victoria House

Gloucester Street

Belfast

Northern Ireland

BT1 4LS

REGISTERED NUMBER:

NI650105 (Northern Ireland)

INDEPENDENT AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

CURRENT ASSETS

Debtors

4

50,742

88,692

Cash at bank

10,781

330,085

61,523

418,777

CREDITORS

Amounts falling due within one year

5

749,007

1,175,495

NET CURRENT LIABILITIES

(687,484

)

(756,718

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(687,484

)

(756,718

)

CAPITAL AND RESERVES

Called up share capital

6

234

234

Share premium

7

2,153,079

2,153,079

Other reserves

7

102,052

46,875

Retained earnings

7

(2,942,849

)

(2,956,906

)

SHAREHOLDERS' FUNDS

(687,484

)

(756,718

)

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 17 August 2026 and were signed on its behalf by:

J Coffos - Director

1.	STATUTORY INFORMATION

Kairos Sports Tech Ltd is a private company, limited by shares , registered in Northern Ireland. The company's registered number and registered office address can be found on the Company Information page.

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.

It is the directors' intention to close the company following the year end, and therefore the financial statements have been prepared on a basis other than the going concern basis. Following the year end, it is intended that the company's trade and assets will be transferred to a fellow group undertaking which will continue to provide services to the company's customers. Following completion of the transfer, the company is expected to cease trading and be struck off the register.

This did not result in any changes to the balance within the financial statements compared with the going concern basis.

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.

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.

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.

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 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.

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

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 the basis of a reasonable allocation of the group expense.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 22 (2024 - 18 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

50,742

86,279

Other debtors

-

2,413

50,742

88,692

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to group undertakings

555,368

823,086

Taxation and social security

1,013

-

Other creditors & accruals

192,626

352,409

749,007

1,175,495

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

19,921

Ordinary

£0.01

199

199

3,477

Preferred Ordinary

£0.01

35

35

234

234

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.

7.

RESERVES

Retained

Share

Other

earnings

premium

reserves

Totals

£

£

£

£

At 1 January 2025

(2,956,906

)

2,153,079

46,875

(756,952

)

Profit for the year

14,057

14,057

Charge for the year

-

-

55,177

55,177

At 31 December 2025

(2,942,849

)

2,153,079

102,052

(687,718

)

The balance in other reserves relates entirely to amounts recognised in respect of share-based payment transactions.

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

9.	POST BALANCE SHEET EVENTS

Following the year end, it is management's intention that the company's trade and assets will be purchased by a fellow group company, which will continue to provide services to current customers. As all items included within the balance sheet will transfer to the new company, no further adjustment is needed for these financial statements aside from being prepared on a basis other than going concern.

Following the year end, the company passed special resolutions on 18th May 2026 to the effect of reducing both the share premium and share based payment reserves to nil.

10.	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

742,337

0.5644

Granted during the year

204,154

0.7041

Forfeited/cancelled during the period

(29,394

)

0.5987

Exercised during the period

-

-

Expired during the period

(18,162

)

0.5890

Outstanding at the end of the period

898,935

0.4600

Exercisable at the end of the period

386,888

0.55569

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 £55,177 (2024: £46,875) was recognised in the year.

11.	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. These are not publicly available.