REGISTERED NUMBER: 16055867 (England and Wales)

Financial Statements

for the Period

1 November 2024 to 30 November 2025

for

Kindling Sauna Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

C A S Duckworth

R D Dumas

REGISTERED OFFICE:

C/O Parker Cavendish Suite 301

Stanmore Business and Innovation Centre

Howard Road

Stanmore

Middlesex

HA7 1FW

REGISTERED NUMBER:

16055867 (England and Wales)

ACCOUNTANTS:

Parker Cavendish

Chartered Accountants

Suite 301, Stanmore Business

and Innovation Centre

Howard Road

Stanmore

Middlesex

HA7 1FW

FIXED ASSETS

Tangible assets

4

451,241

CURRENT ASSETS

Debtors

5

33,236

Cash at bank

21,428

54,664

CREDITORS

Amounts falling due within one year

6

(418,556

)

NET CURRENT LIABILITIES

(363,892

)

TOTAL ASSETS LESS CURRENT LIABILITIES

87,349

CAPITAL AND RESERVES

Called up share capital

10

Other reserves

85,000

Retained earnings

2,339

87,349

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 30 November 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 30 November 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 31 July 2026 and were signed on its behalf by:

C A S Duckworth - Director

1.	STATUTORY INFORMATION

Kindling Sauna Ltd is a private company, limited by shares , registered in England and Wales. 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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Income is recognised when the service is provided.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc - 10% Straight line

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.

Convertible loan notes

The company has entered into a convertible loan arrangement with external investors.

Convertible loans are initially recognised at the transaction price, being the proceeds received. The instrument is assessed under FRS 102 Section 22 (Liabilities and Equity).

As the loan contains a conversion feature that may be settled in a variable number of shares depending on future events (e.g. valuation cap, discount to future funding round), the instrument is classified as a financial liability in its entirety.

Subsequently, the loan is measured at amortised cost using the effective interest method. Interest is accrued over the term of the loan.

Advance subscription

The company has entered into an advance subscription agreement with investors.

Advance subscription funds are recognised in accordance with FRS 102 Section 22 (Liabilities and Equity).

As the agreement gives the subscriber a right to receive a fixed number of shares based on a fixed valuation (£3,000,000) and there is no contractual obligation to repay cash, the instrument is classified as equity rather than a financial liability.

The funds received are recognised within equity as other reserves until such time as shares are issued.

No interest is recognised as the arrangement is non-interest bearing.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 2 .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

Additions

478,095

At 30 November 2025

478,095

DEPRECIATION

Charge for period

26,854

At 30 November 2025

26,854

NET BOOK VALUE

At 30 November 2025

451,241

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other debtors

33,236

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Taxation and social security

999

Other creditors

417,557

418,556

7.	RELATED PARTY DISCLOSURES

Included within other creditors at the period end are amounts of £1,095 and £57,995 due to the directors C A S Duckworth and R D Dumas respectively. The loans have been provided unsecured, interest free and are payable on demand.

8.	CONVERTIBLE LOAN NOTE

During the period, the company entered into an unsecured convertible loan note agreement with investors, raising total proceeds of £226,000. Interest of 20% per annum is to be accrued on the convertible loan notes which have a maturity date of 23 August 2026 (extendable by up to 12 months with lender consent).

9.	ADVANCE SUBSCRIPTIONS

During the period, the company entered into a SeedFAST agreement and received advance subscription funds of £85,000. No interest is payable. The funds will convert into ordinary shares upon the occurrence of certain events.