Company No: 13770576 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	3	8,473		4,103
Tangible assets	4	6,306		2,612
		14,779		6,715
Current assets
Stocks		1,071,706		129,994
Debtors
- due within one year	5	728,979		657,461
- due after more than one year	5	537,592		245,395
Cash at bank and in hand		1,559,090		1,644,527
		3,897,367		2,677,377
Creditors: amounts falling due within one year	6	( 2,254,771)		( 915,531)
Net current assets		1,642,596		1,761,846
Total assets less current liabilities		1,657,375		1,768,561
Net assets		1,657,375		1,768,561
Capital and reserves
Called-up share capital	7	2		2
Share premium account	9	3,292,723		2,542,722
Profit and loss account		( 1,635,350 )		( 774,163 )
Total shareholders' funds		1,657,375		1,768,561

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of SG Wellness Developments Limited (registered number: 13770576) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

M P Kelly Director

26 September 2025

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

SG Wellness Developments Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Wadebridge House 16 Wadebridge Square, Poundbury, Dorchester, DT1 3AQ, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the Black Scholes Option Pricing Model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

5 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc.

4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	3		2

3. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2024	5,352		5,352
Additions	6,800		6,800
At 31 December 2024	12,152		12,152
Accumulated amortisation
At 01 January 2024	1,249		1,249
Charge for the financial year	2,430		2,430
At 31 December 2024	3,679		3,679
Net book value
At 31 December 2024	8,473		8,473
At 31 December 2023	4,103		4,103

4. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2024	5,180		5,180
Additions	6,516		6,516
At 31 December 2024	11,696		11,696
Accumulated depreciation
At 01 January 2024	2,568		2,568
Charge for the financial year	2,822		2,822
At 31 December 2024	5,390		5,390
Net book value
At 31 December 2024	6,306		6,306
At 31 December 2023	2,612		2,612

5. Debtors

	2024		2023
	£		£
Debtors: amounts falling due within one year
Trade debtors	168,022		60,740
Other debtors	560,957		596,721
	728,979		657,461
Debtors: amounts falling due after more than one year
Deferred tax asset	537,592		245,395

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	795,650		296,343
Other taxation and social security	171,781		54,848
Other creditors	1,287,340		564,340
	2,254,771		915,531

7. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
1,375,971 Ordinary shares of £ 0.000001 each (2023: 1,366,498 shares of £ 0.000001 each)	1.38		1.37
558,391 Seed Preferred preference shares of £ 0.000001 each (2023: 402,042 shares of £ 0.000001 each)	0.56		0.40
	1.94		1.77

In the financial year 2024, 9,473 Ordinary shares were allotted with a nominal value of £0.000001 per share and total consideration of £50,001 was received.

In the financial year 2024, 156,349 Seed Preferred shares were allotted with a nominal value of £0.000001 per share and total consideration of £700,000 was received.

8. Events after the Balance Sheet date

After year end, the company issued 263,286 Seed 2 Preferred shares with a nominal value of £0.000001 per share and total consideration of £3,150,001 was received.

9. Share premium account

The share premium account represents the amount subscribed for the company's shares in excess of nominal value.