REGISTERED NUMBER: 03100568 (England and Wales)

Unaudited financial statements for the year ended 31 December 2024

For

Spire (U.K.) Limited

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

Global Assistance Services SA

Mrs A E L Ramirez

Secretary:

Vistra Cosec Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

United Kingdom

SW1H 0BL

Registered number:

03100568 (England and Wales)

Fixed assets

Investments

5

524,554

552,269

Current assets

Debtors

6

3,451

2,856

Creditors

Amounts falling due within one year

7

(816,095

)

(805,916

)

Net current liabilities

(812,644

)

(803,060

)

Total assets less current liabilities

(288,090

)

(250,791

)

Capital and reserves

Called up share capital

8

10,000

10,000

Retained earnings

(298,090

)

(260,791

)

Shareholders' funds

(288,090

)

(250,791

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 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 19 July 2025 and were signed on its behalf by:

Global Assistance Services SA - Director

Mrs A E L Ramirez - Director

1.	Statutory information

SPIRE (U.K.) LIMITED is a company registered in the United Kingdom, incorporated on the 11th September 1995.

The principal activity of the Company in the year under review was the holding of an interest in an operational company in the euro zone.

2.	Statement of compliance

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.

3.	Accounting policies

Basis of preparation

The financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities measured at fair value through the statement of comprehensive income.

Expenses

Expenses are recognised on an accruals basis.

Investments

Unquoted Investment

The company's unquoted investment is stated at fair value, with movements in fair value recognised through the statement of comprehensive income.

Borrowing costs

All borrowing costs are recognised in the income statement in the period in which they are incurred.

Foreign currencies

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 the 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 statement of comprehensive income.

Going concern

The Company is dependent on the continued financial support of the lender's in order to enable it to continue operating and to meet its liabilities as they fall due. The lenders have agreed to continue to provide financial support to the company and accordingly the directors have prepared the financial statements under the going concern concept.

4.	Employees and directors

The average number of employees during the year was NIL (2023 - NIL).

5.	Fixed asset investments

Shares In Group Undertaking

2024

2023

£

£

Shares in underlying company

400,570

400,570

Provision

(122,878

)

(107,766

)

277,692

292,804

Olivarera Peninsular SA 72,25%. The net asset value of Olivarera Peninsular SA at 31 December 2024 was €463,307 (2023: €467,234).

Participation Loan Receivable

2024

2023

2024

2023

€

€

£

£

Participation loan

166,743

166,743

138,326

139,774

The participation loan is unsecured, bears interest of 1% of the EBITDA as at the 31/12 of the previous year and matures on the 20 October 2024. However, the renewal agreement was signed on 24 June 2025, after the reporting date, extending the maturity to 20 October 2029.

No interest has been provided for, as the Olivarera Peninsular SA had a negative EBITDA of 244 € in 2023 (2022 negative EBITDA of 4,285 €).

Loan Receivable

2024

2023

2024

2023

€

€

£

£

Loan receivable from Olivarera Peninsular SA

333,486

333,486

276,653

289,256

Provision for risk due to the subsidiaries assessed losses to date

(29,791

)

(29,791

)

Loan at cost

246,862

259,465

less

Loan converted to a Participation Loan

166,743

166,743

(138,326

)

(139,774

)

108,535

119,691

The loan receivable from Olivarera Peninsular SA was initially purchased from the investor for €300,000. This amount has been increased over the years with other interco transactions to reach €333,486 at 31st December 2024.

A portion of the loan, amounting to €166,743, was classified as a participative loan.

It is unsecured, interest free and repayable 14 months after the submission of a formal demand.

6.

Debtors: amounts falling due within one year

2024

2023

£

£

Prepayments

3,451

2,856

3,451

2,856

7.

Creditors: amounts falling due within one year

Loans Payable

2024

2023

2024

2023

€

€

£

£

Loan M. G

345,000

345,000

286,204

299,243

Loan J.M.G

165,284

165,284

Loan - Shareholder LST

216,527

216,527

668,015

681,054

The shareholder loan and the loans payable to MG and JMG are unsecured, interest free and repayable on demand.

Trade and Other Payables

2024

2023

2024

2023

€

€

£

£

Current account - Shareholder LST

167,145

142,269

138,660

123,400

Trade creditors

3,447

-

Accruals

5,973

1,462

148,080

115,221

The shareholder loan is unsecured, interest free and repayable on demand.

The Directors consider that the carrying amount of trade payables approximates to their fair values.

8.	Called up share capital

2024

2023

£

£

Authorised issued and paid up

10,000 Ordinary shares at £1.00 each

Issued and paid up

10,000 Ordinary shares at £1.00 each

10,000

10,000

The Company has one class of ordinary shares.

9.	Foreign exchange risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when the future transactions and recognised assets and liabilities are denominated in a currency that is not the Company's measured currency.

The company is exposed to a foreign exchange risk as part of its cash is held in US dollars and Euro's.

Fair value estimation

The fair value of the Company's financial assets and liabilities approximate their carrying amounts on the balance sheet date.

10.	Controlling part and related party disclosures

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operations decisions.

Spire (U.K.) Limited is the parent company of Olivarera Peninsular SA, and holds 72.25% of the share capital of thc company.

The Parent Company and its subsidiaries elected not to consolidate their accounts for the period, as per the exemption in the Companies Act 2016, 5399(2A).

Contingent liabilites

The company had no other liabilities as at 31st December 2024.

Commitments

The Company had no other commitments as at 31st December 2024.

11.	Post balance sheet events

There were no material events after the reporting period, which have a bearing on the understanding of the financial statements.