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Registered number: 09242159









SWEATCO LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

 
SWEATCO LTD
 
 
COMPANY INFORMATION


Directors
A Derlyatka 
O Fomenko 




Registered number
09242159



Registered office
C/o OHS Secretaries Limited
9th Floor

107 Cheapside

London

EC2V 6DN




Independent auditors
Adler Shine LLP
Chartered Accountants & Statutory Auditor

Aston House

Cornwall Avenue

London

N3 1LF





 
SWEATCO LTD
 

CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10 - 11
Statement of cash flows
12
Notes to the financial statements
13 - 32

 
SWEATCO LTD
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025

Introduction
 
The Company operates the mobile application “Sweatcoin” available directly to consumers through the App Store, Google Play digital marketplace.

Business review
 
The Company’s principal activity relates to the provision of research and development and software promotion services of the Sweatcoin app. 

Principal risks and uncertainties
 
Market risk
Market risks occur when a company is subject to adverse business conditions in its normal course of operating its business due to increased competition in the market and/or fluctuations in costs (e.g. capital, inventory, labour etc.). The entity engages directly with third party customers and is directly subjected to and bears market risk in the course of its routine operations.
Credit risk
The entity directly bears credit and collection risks from customers.
Research and development risk
The entity bears Research and Developmnent risk with respect to the Company’s product development and R&D activities.

Financial key performance indicators
 
The business considers standard financial indicators to monitor its performance on an ongoing basis. Those are as follows: 
ole0f0c.png

Other key performance indicators
 
There are no other key performance indicators.


This report was approved by the board and signed on its behalf.



................................................
A Derlyatka
Director

Date: 14 July 2026
Page 1

 
SWEATCO LTD
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the Period ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the Period, after taxation, amounted to £2,110,894 (2024 - profit £963,724).

Directors

The directors who served during the Period were:

A Derlyatka 
O Fomenko 

Future developments

The business will continue to invest significantly into research and development.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 2

 
SWEATCO LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025

Post balance sheet events

The company entered into a receivables financing (factoring) facility with a limit of $3,000,000. 

Auditors

The auditors, Adler Shine LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
A Derlyatka
Director

Date: 14 July 2026
Page 3

 
SWEATCO LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SWEATCO LTD
 

Opinion


We have audited the financial statements of SweatCo Ltd (the 'Company') for the Period ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the Period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
SWEATCO LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SWEATCO LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material 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 material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


∙the information given in the Strategic report and the Directors' report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
SWEATCO LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SWEATCO LTD (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. 
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities; 
• performed audit work over the risk of management override of controls, including testing of journal entries  and other adjustments for appropriateness and reviewing accounting estimates for bias;
• reviewed minutes of meetings;
• undertaken appropriate sample based testing of bank transactions;
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any
  instances of non-compliance;
• discussed matters among the audit engagement team regarding how and where fraud might occur in the
  financial statements and potential indicators of fraud.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
Page 6

 
SWEATCO LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SWEATCO LTD (CONTINUED)


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 an Auditors' report 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.





Engin Zekia BSc FCA (Senior Statutory Auditor)
  
for and on behalf of
Adler Shine LLP
 
Chartered Accountants & Statutory Auditor
  
Aston House
Cornwall Avenue
London
N3 1LF

14 July 2026
Page 7

 
SWEATCO LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025

2025
30 September 2024
(as restated)
Note
£
£

  

Turnover
 3 
15,772,449
15,506,583

Cost of sales
  
(2,100,434)
(1,997,345)

Gross profit
  
13,672,015
13,509,238

Administrative expenses
  
(19,104,488)
(16,077,400)

Other operating income
 4 
3,182,029
3,683,341

Operating (loss)/profit
 5 
(2,250,444)
1,115,179

Interest receivable and similar income
 9 
852
783

Interest payable and similar expenses
 10 
-
(2,420)

(Loss)/profit before tax
  
(2,249,592)
1,113,542

Tax on (loss)/profit
 11 
138,698
(149,818)

(Loss)/profit for the financial Period
  
(2,110,894)
963,724

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 13 to 32 form part of these financial statements.
Page 8

 
SWEATCO LTD
REGISTERED NUMBER: 09242159

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024 (as restated) 
Note
£
£

Fixed assets
  

Intangible assets
 12 
1
1

Tangible assets
 13 
189,424
171,412

  
189,425
171,413

Current assets
  

Debtors: amounts falling due within one year
 14 
2,409,214
4,275,481

Cash at bank and in hand
 15 
2,231,369
2,669,876

  
4,640,583
6,945,357

Creditors: amounts falling due within one year
 16 
(1,294,511)
(1,517,735)

Net current assets
  
 
 
3,346,072
 
 
5,427,622

Total assets less current liabilities
  
3,535,497
5,599,035

Provisions for liabilities
  

Deferred tax
 18 
(47,356)
-

  
 
 
(47,356)
 
 
-

Net assets
  
3,488,141
5,599,035


Capital and reserves
  

Called up share capital 
 19 
34
34

Share premium account
 21 
4,723,818
4,723,818

Profit and loss account
 21 
(1,235,711)
875,183

  
3,488,141
5,599,035







................................................
A Derlyatka
Director

Date: 14 July 2026

The notes on pages 13 to 32 form part of these financial statements.
Page 9

 
SWEATCO LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2024 (as previously stated)
34
4,723,818
1,362,018
6,085,870

Prior period adjustment
-
-
(486,835)
(486,835)

At 1 October 2024 (as restated)
34
4,723,818
875,183
5,599,035


Comprehensive income for the Period

Loss for the Period
-
-
(2,110,894)
(2,110,894)
Total comprehensive income for the Period
-
-
(2,110,894)
(2,110,894)


At 31 December 2025
34
4,723,818
(1,235,711)
3,488,141


The notes on pages 13 to 32 form part of these financial statements.
Page 10

 
SWEATCO LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2023 (as previously stated)
34
4,723,818
614,968
5,338,820

Prior period adjustment
-
-
(703,509)
(703,509)

At 1 October 2023 (as restated)
34
4,723,818
(88,541)
4,635,311


Comprehensive income for the year

Profit for the year
-
-
963,724
963,724
Total comprehensive income for the year
-
-
963,724
963,724


At 30 September 2024
34
4,723,818
875,183
5,599,035


The notes on pages 13 to 32 form part of these financial statements.
Page 11

 
SWEATCO LTD
 

STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2025
2024
(as restated)
£
£

Cash flows from operating activities

(Loss)/profit for the financial Period
(2,110,894)
963,724

Adjustments for:

Amortisation of intangible assets
-
1,030

Depreciation of tangible assets
55,731
47,373

Interest paid
-
2,420

Interest received
(852)
(783)

Taxation charge
(36,236)
149,818

Decrease in debtors
1,866,267
1,113,398

(Decrease) in creditors
(25,376)
(1,075,300)

Corporation tax (paid) net
(113,968)
(200)

Net cash generated from operating activities

(365,328)
1,201,480


Cash flows from investing activities

Purchase of tangible fixed assets
(73,743)
(47,332)

Interest received
852
783

Net cash from investing activities

(72,891)
(46,549)

Cash flows from financing activities

Interest paid
-
(2,420)

Net cash used in financing activities
-
(2,420)

Net (decrease)/increase in cash and cash equivalents
(438,219)
1,152,511

Cash and cash equivalents at beginning of Period
2,669,588
1,517,077

Cash and cash equivalents at the end of Period
2,231,369
2,669,588


Cash and cash equivalents at the end of Period comprise:

Cash at bank and in hand
2,231,369
2,669,876

Bank overdrafts
-
(288)

2,231,369
2,669,588


Page 12

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

1.


General information

SweatCo Ltd is a private company limited by shares. The company is incorporated in England and Wales
and its registered office address is C/o OHS Secretaries Ltd, 9th Floor, 107 Cheapside, London, EC2V 6DN.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Company will be able to continue trading for the foreseeable future. 

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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 profit or loss 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 Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 13

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

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. The following criteria must also be met before revenue is recognised:

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.

Subscription income is recognised on a gross basis, net of commissions. 
Ad Networks revenue is recognised on a net commission basis. 

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to profit or loss 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.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the Period in which they are incurred.

 
2.8

Pensions

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 14

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

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 reporting 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.

 
2.10

Current and deferred taxation

The tax expense for the Period comprises current and deferred tax. Tax is recognised in profit or loss 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; and
∙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.


Page 15

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. 
• Under the cost model, the intangible assets would be recorded at cost less any accumulated    amortisation and any accumulated impairment losses. 
• Under the revaluation model, the intangible assets would be carried at a revalued amount,                being its fair value on the date of revaluation less any subsequent accumulated amortisation and    subsequent accumulated impairment losses, provided that the fair value can be determined by    reference to an active market
         • Increases in market value would be recognised through other comprehensive income and                                                                                                  would accumulate in a revaluation reserve. The increase would however be recognised in     profit or loss to the extent that it reverses a revaluation decrease of the same asset      previously recognised in profit or loss. 
         • Decreases of an asset’s carrying value as a result of a revaluation shall be recognised in     other comprehensive income to the extent of any previously recognised revaluation increase   accumulated in equity in respect of that asset, any excess shall be recognised in profit or     loss.

 The estimated useful lives range as follows:

Website
-
5
years straight line
Cryptocurrency, Sweat Tokens
-
are not amortised 

 
2.12

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, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures and fittings
-
25%
reducing balance
Computer equipment
-
25%
reducing balance

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 profit or loss.

Page 16

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.13

Debtors

Short-term debtors are measured at 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.

 
2.14

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.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.15

Creditors

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.

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of financial position 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are
Page 17

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.17
Financial instruments (continued)

subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.


3.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024 
(as restated)
£
£

Commercial Partnerships
5,264,880
6,289,145

Subscriptions
2,007,300
2,248,216

Ad Networks
8,267,194
6,350,106

Other income
233,075
619,116

15,772,449
15,506,583


All turnover arose within the United Kingdom.


4.


Other operating income

2025
2024
£
£

Recharges and other operating income
3,182,029
3,683,341

3,182,029
3,683,341


Page 18

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2025
2024
£
£

Auditors remuneration
40,500
30,000

Exchange differences
139,385
368,653

Lease rentals
241,259
132,537

Depreciation
55,731
47,373


6.


Auditors' remuneration

During the Period, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
40,500
30,000

Fees payable to the Company's auditors in respect of:

Taxation compliance services
1,500
1,000

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
3,022,743
2,286,446

Social security costs
358,440
235,649

Cost of defined contribution scheme
37,852
29,581

3,419,035
2,551,676


The average monthly number of employees, including the directors, during the Period was as follows:


        2025
        2024
            No.
            No.







Staff
27
30



Directors
2
2

29
32

Page 19

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
419,987
330,000

419,987
330,000


The highest paid director received remuneration of £257,487 (2024 - £200,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).

The aggregate remuneration paid to directors in respect of qualifying services during the financial period
amounted to £419,987 (2024 - £330,000).


9.


Interest receivable

2025
2024
£
£


Other interest receivable
852
783

852
783


10.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
-
2,420

-
2,420

Page 20

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
(36,236)
149,818

Adjustments in respect of previous periods
(149,818)
-


(186,054)
149,818


Total current tax
(186,054)
149,818

Deferred tax


Origination and reversal of timing differences
47,356
-

Total deferred tax
47,356
-


Tax on (loss)/profit
(138,698)
149,818
Page 21

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the Period/year is higher than2025 the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


(Loss)/profit on ordinary activities before tax
(2,249,592)
1,113,542


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(562,398)
278,435

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,058
18,492

Capital allowances for Period/year in excess of depreciation
(5,488)
(8,128)

Utilisation of tax losses
-
(138,981)

Adjustments to tax charge in respect of prior periods
(149,818)
-

Short-term timing difference leading to an increase (decrease) in taxation
47,356
-

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
36,236
-

Unrelieved tax losses carried forward
492,356
-

Total tax charge for the Period/year
(138,698)
149,818

Page 22

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

12.


Intangible assets




Sweat Tokens
Website
Total

£
£
£



Cost


At 1 October 2024
1
12,360
12,361



At 31 December 2025

1
12,360
12,361



Amortisation


At 1 October 2024
-
12,360
12,360



At 31 December 2025

-
12,360
12,360



Net book value



At 31 December 2025
1
-
1



At 31 December 2024
1
-
1



Page 23

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

13.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 October 2024
7,407
323,749
331,156


Additions
-
73,743
73,743



At 31 December 2025

7,407
397,492
404,899



Depreciation


At 1 October 2024
6,263
153,481
159,744


Charge for the Period on owned assets
286
55,445
55,731



At 31 December 2025

6,549
208,926
215,475



Net book value



At 31 December 2025
858
188,566
189,424



At 31 December 2024
1,144
170,268
171,412


14.


Debtors

2025
2024
£
£


Trade debtors
1,814,277
4,015,404

Other debtors
122,637
67,217

Prepayments and accrued income
322,482
192,860

Tax recoverable
149,818
-

2,409,214
4,275,481


Page 24

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

15.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
2,231,369
2,669,876

Less: bank overdrafts
-
(288)

2,231,369
2,669,588



16.


Creditors: Amounts falling due within one year

2025
2024
(as restated)
£
£

Bank overdrafts
-
288

Trade creditors
622,044
589,006

Corporation tax
3,524
153,728

Other taxation and social security
86,500
136,911

Other creditors
20,557
10,709

Accruals and deferred income
561,886
627,093

1,294,511
1,517,735


 


17.


Financial instruments






There are no financial assets measured at fair value through profit or loss.
Page 25

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

18.


Deferred taxation




2025


£






Charged to profit or loss
(47,356)



At end of year
(47,356)

The deferred taxation balance is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(47,356)
-

(47,356)
-

Page 26

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

19.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



6,521,733 (2024 - 6,521,733) A1 Preferred shares of £0.000001 each
7
7
1,162,399 (2024 - 1,162,399) A2 Preferred shares of £0.000001 each
1
1
387,180 (2024 - 387,180) A3 Preferred shares of £0.000001 each
-
-
1,212,470 (2024 - 1,212,470) Deferred shares of £0.000001 each
1
1
24,821,968 (2024 - 24,821,968) Ordinary shares of £0.000001 each
25
25

34

34

The A1, A2 and A3 shares carry full voting, dividend and capital distribution rights (including on a winding up) and do not confer any rights of redemption. 
The Deferred shares have attached to them no voting rights, no dividend and on liquidation they will rank second in paying, if any, for a total of £1.00 for the entire class of shares. 
Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; but they do not confer any rights of redemption. 


Page 27

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

20.


Sweat Tokens

In September 2022, the company acquired 4.62 billion Sweat Tokens. Initially the Tokens held by the company were fully ‘locked’ and were not available for sale. Since acquisition, these Tokens have been unlocked evenly over time, until mid-September 2026, by which time they will be fully unlocked, at which point, the company will hold approximately 22% of the overall Sweat Tokens in circulation.
Since September 2023, there has been an active market for the purchase and sale of Sweat Tokens, though the company has not disposed of any of its Tokens to date. 
The following table shows the quantity of unlocked Tokens that will be held by the company at each year end date. 
ole5666.png
As set out in the accounting policies, in accordance with FRS 102, the Sweat Tokens are treated as an intangible asset and have initially been recognised at the cost of £1.This cost reflects the nominal consideration attributable to the Tokens at the date of acquisition, at which time the Tokens were fully locked with no active market available
Market value information
Although there is an active market for Sweat Tokens, the directors consider that the realisable value of the company's holding differs materially from any value derived by applying the prevailing market price to the total number of Tokens held. This is because:
•The company's holding of 4.62 billion Tokens represents approximately 22% of total Tokens in              circulation, and any significant disposal would be expected to have a substantial adverse impact on the   market price;
•Average daily trading volumes on available exchanges during the year were approximately £0.5m, meaning that the entire holding could not be liquidated within any reasonable timeframe at prevailing market prices; and
•On 31 December 2025, approximately 1.13 billion of the Tokens remained subject to lock-up and were not yet available for sale.
Accounting treatment
The directors have continued to recognise the Tokens at cost. While an active market exists, the directors do not consider that the quoted market price, applied to the company's holding as a whole, provides a reliable and measurable fair value of the asset given the significant liquidity constraints described above. The directors will continue to re-evaluate the treatment of these Tokens at each reporting date and may recognise them at fair value in subsequent financial statements if a reliable basis for determining the realisable value of the holding can be established

Page 28

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025




21.


Reserves

Share premium account

"Share premium account" represents amounts received in excess of the nominal value of the issued share capital less costs associated with the issue of shares. 

Profit and loss account

"Profit and loss account" represents retained profits and losses.
22.


Analysis of net debt




At 1 January 2025
Cash flows
At 31 December 2025
£

£

£

Cash at bank and in hand

2,669,876

(438,507)

2,231,369

Bank overdrafts

(288)

288

-

Debt due within 1 year

-

-

-


2,669,588
(438,219)
2,231,369

Page 29

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

23.


Share-based payments

The Company has a share option scheme in place for employees of the Company.
The scheme qualifies as an equity-settled share-based payment scheme and is measured at fair value at the date of grant. This fair value is then recognised in the statement of comprehensive income over the period the options vest. 
Details of the share-based payments are as follows:

Weighted average exercise price (pence)
2025
Number
2025
Weighted average exercise price
(pence)
2024
Number
2024

Outstanding at the beginning of the year

0.0001

1,300,157

0.0001
 
1,175,327
 
Granted during the year

0.0001

16,105

0.0001
 
124,830
 
Forfeited during the year

0.0001

(6,145)

0
 
-
 
Exercised during the year

0

-

0
 
-
 
Expired during the year

0

-

0
 
-
 
Outstanding at the end of the year
0.0001

1,310,117

0.0001
 
1,300,157
 

The fair value of options were calculated at the grant date using the Black Scholes model with inputs ranging between the following: 

2025
2024

Weighted average share price (pence)


4.68

4.68
 
Exercise price (pence)


0.0001

0.0001
 
Expected life


3-5 years

3-5 years
 
Expected volatility


20%

20%
 
Expected dividend growth rate


0%

0%
 
Risk-free interest rate


4%

4%
 
-

-
 


Expected volatility was determined by calculating the standard deviation for UK equity indices over the previous five years and has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. 
The Company recognised an expense of £Nil (2024: £Nil)

Page 30

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

24.


Prior year adjustment

The prior year figures have been restated to correct the recognition of subscription income, which had previously been recognised on a cash basis rather than in accordance with the accruals basis of accounting.
This results in both an adjustment to subscription revenue recognised in the year and reflects the movement in deferred income on the balance sheet
The prior year subscription revenue has been increased by £301,065 to reflect a change in presentation from net of commission payable to a gross basis. 
The impact of the restatement on the prior year financial statements is summarised below:
ole1c17.png
 


25.


Pension commitments

The Company operates a defined benefit contribution scheme. The assets of the scheme are held separately from those of the company in an independently admimistered fund. Contributions paid during the year amounted to £37,852 (2024: 29,581). Contributions totalling £20,552 (2024: £6,015) were payable to the fund at the balance sheet date and are included in creditors. 


26.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
112,776
157,337

Later than 1 year and not later than 5 years
-
61,060

112,776
218,397

The Company's operating lease commitments relate primarily to property leases. Lease terms are negotiated individually and typically include fixed rental payments with periodic rent reviews.


Page 31

 
SWEATCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

27.


Related party transactions

During the financial year, people costs of £2,362,572 (2024: £2,973,430), marketing services of £1,510,079 (2024: £2,319,079) and other costs of £819,457 (2024: £709,911) were recharged to a related party. 
The amount outstanding at the year end is £153,293 (2024: £2,315,574). 


28.


Post balance sheet events

The company entered into a receivables financing (factoring) facility with a limit of $3,000,000. 


29.


Controlling party

In the directors' opinion, there is no ultimate controlling party. 

 
Page 32