REGISTERED NUMBER: 05441953 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

SPA SEEKERS LTD.

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

J Goldberg

Mrs J F Goldberg

SECRETARY:

Mrs J F Goldberg

REGISTERED OFFICE:

4 Villiers Court

Copse Drive

Meriden Business Park

Coventry

West Midlands

CV5 9RN

REGISTERED NUMBER:

05441953 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The company had a stable year with a small reduction (3.5%) in turnover following a change in approach by a major supermarket to their points system.

The Company's continuing investment in it's website and internet exposure has led to the development of an improved marketing strategy although there had been additional costs in the year as part of the implementation.

Gross profit is 24.99% compare to 25.27% in the prior year. This remains very much in line with the agreed pricing structure with the underlying business model. There continues to be a reduction in the non-redemption of vouchers and the continued increased commissions payable running in tandem with the drive to grow turnover.

The Company's workforce has stabilised at 30, a slight reduction from the previous year. The Company is committed to investment in it's staff and ongoing training to maintain quality of service.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company's business is in the hospitality sector and therefore, like many in this sector, took a significant hit during the Covid period. The Company's continued growth is dependent on favourable economic factor and continuing to maintain its internet presence.

ON BEHALF OF THE BOARD:

J Goldberg - Director

12 December 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 will be £ 327,560 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

J Goldberg

Mrs J F Goldberg

Other changes in directors holding office are as follows:

S Goldberg ceased to be a director after 31 March 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

-	make judgements 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Goldberg - Director

12 December 2025

Opinion

We have audited the financial statements of Spa Seekers Ltd. (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 March 2025 and of its profit for the year 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 UK, including the FRC'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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

reference to past history and experience of the Entity,

-

enquiry of management, including obtaining and reviewing supporting documentation concerning the Entity's procedures relating to:

-

identifying and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

detection and response to risk of fraud and whether they were aware of any actual or suspected instances of fraud.

-

assessment of the controls and processes that the Entity has in place to mitigate risk

Our assessments included the identification of the following potential areas for fraud:

-

Management override of control;

-

Revenue recognition, particularly in respect of delivery of goods

We design audit procedures by tailored and directed testing to aid and support the level of determined level of risk. In response to the assessed risk we plan audit tests and procedures that target specific areas where misstatement may occur. These procedures and the extent to which they are capable of detecting irregularities, including fraud, are detailed below:

-

We critically assessed the appropriateness and tested the application of the revenue and cost recognition policies

-

We tested the appropriateness of accounting journals and other adjustments made in the preparation of the financial statements

-

We reviewed the Entity's accounting policies for non-compliance with relevant standards.

-

We made enquiries of management and reviewed correspondence with the relevant authorities to identify any irregularities or instances of non-compliance with laws and regulations

In performing an audit in accordance with UK GAAP, we exercise professional judgement and maintain professional scepticism throughout the audit process.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion or override of internal controls. There are inherent limitations in the audit procedures performed.

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 Report of the Auditors.

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 a Report of the Auditors 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.

M D Spafford FCA FCCA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

12 December 2025

TURNOVER

14,618,877

15,148,456

Cost of sales

10,965,212

11,320,133

GROSS PROFIT

3,653,665

3,828,323

Administrative expenses

3,191,536

3,090,317

462,129

738,006

Other operating income

-

840

OPERATING PROFIT

4

462,129

738,846

Income from fixed asset investments

32,420

36,356

Interest receivable and similar income

218,359

138,642

250,779

174,998

712,908

913,844

Interest payable and similar expenses

5

116,228

136,496

PROFIT BEFORE TAXATION

596,680

777,348

Tax on profit

6

147,712

185,248

PROFIT FOR THE FINANCIAL YEAR

448,968

592,100

OTHER COMPREHENSIVE INCOME

Gain on revaluation of investments

54,233

536,380

Income tax relating to other comprehensive income

(13,558

)

(134,095

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

40,675

402,285

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

489,643

994,385

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

39,292

34,843

Investments

11

2,178,502

3,690,048

2,217,794

3,724,891

CURRENT ASSETS

Debtors

12

5,035,404

3,199,342

Cash at bank and in hand

1,211,959

1,296,755

6,247,363

4,496,097

CREDITORS

Amounts falling due within one year

13

3,742,317

3,597,210

NET CURRENT ASSETS

2,505,046

898,887

TOTAL ASSETS LESS CURRENT LIABILITIES

4,722,840

4,623,778

PROVISIONS FOR LIABILITIES

14

159,531

222,552

NET ASSETS

4,563,309

4,401,226

CAPITAL AND RESERVES

Called up share capital

15

94

94

Share premium

16

222

222

Fair value reserve

16

449,348

668,384

Retained earnings

16

4,113,645

3,732,526

SHAREHOLDERS' FUNDS

4,563,309

4,401,226

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

J Goldberg - Director

Called up

Fair

share

Retained

Share

value

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

94

3,348,926

222

266,099

3,615,341

Changes in equity

Dividends

-

(208,500

)

-

-

(208,500

)

Total comprehensive income

-

592,100

-

402,285

994,385

Balance at 31 March 2024

94

3,732,526

222

668,384

4,401,226

Changes in equity

Dividends

-

(327,560

)

-

-

(327,560

)

Total comprehensive income

-

448,968

-

40,675

489,643

Fair value adjustment

-

259,711

-

(259,711

)

-

Balance at 31 March 2025

94

4,113,645

222

449,348

4,563,309

1.	STATUTORY INFORMATION

Spa Seekers 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Critical accounting judgements and key sources of estimation uncertainty

The group estimates that a certain percentage of non-direct bookings will be unredeemed and these are recognsied as income immediately. The group monitors the redemption of vouchers and bookings and reviews the accounting estimate accordingly. For the period to 31st March 2025 the group estimated this to be 7% of the gross value of income taken. At 31st March 2025, this amounted to £1,225,605.

Turnover

Turnover is measured at the fair value of consideration received for services provided, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2005, is being amortised evenly over its estimated useful life of five years.

The useful life of goodwill was re-evaluated upon transition to FRS 102 and was adjusted to 5 years from the transition date.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

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

Fixtures and fittings

-

15% on reducing balance

Computer equipment

-

20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

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.

Investments

The company includes its investment portfolio at fair value at the balance sheet date. Changes in the fair value, and the taxation effect of such valuation movements are reflected in Other Comprehensive Income.

The net effect of the fair value changes less tax implications are included in the fair value reserve.

3.	EMPLOYEES AND DIRECTORS

2025

2024

as

restated

£

£

Wages and salaries

677,320

645,483

Social security costs

51,185

45,447

Other pension costs

89,129

84,353

817,634

775,283

The average number of employees during the year was as follows:

2025

2024

as

restated

Support and administration

30

32

2025

2024

as

restated

£

£

Directors' remuneration

20,143

19,015

Directors' pension contributions to money purchase schemes

60,000

60,000

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

as

restated

£

£

Depreciation - owned assets

8,662

7,666

Auditors' remuneration

9,500

11,500

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

as

restated

£

£

Payment platform

116,228

135,461

Late payment interest

-

1,035

116,228

136,496

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

as

restated

£

£

Current tax:

UK corporation tax

224,290

185,522

Deferred tax

(76,578

)

(274

)

Tax on profit

147,712

185,248

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

as

restated

£

£

Profit before tax

596,680

777,348

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

149,170

194,337

Effects of:

Dividends received

(8,105

)

(9,089

)

Effect of change of rate of tax

6,647

-

Total tax charge

147,712

185,248

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£

£

£

Gain on revaluation of investments

54,233

(13,558

)

40,675

2024

Gross

Tax

Net

£

£

£

Gain on revaluation of investments

536,380

(134,095

)

402,285

7.

DIVIDENDS

2025

2024

as

restated

£

£

Ordinary C shares of 1p each

Interim

9,000

13,000

Ordinary B shares of 1p each

Interim

6,000

9,500

Ordinary A shares of 1p each

Interim

60,200

60,200

Ordinary shares of 1p each

Interim

60,000

60,000

Preference shares of 1p each

Interim

60,800

60,800

Preference A shares of 1p each

Interim

131,560

-

Ordinary D shares of 1p each

Interim

-

5,000

327,560

208,500

8.	PRIOR YEAR ADJUSTMENT

The financial statements comparative information has been restated to reclassify the revaluation of investments as other comprehensive income.

9.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 April 2024

and 31 March 2025

1,000,000

AMORTISATION

At 1 April 2024

and 31 March 2025

1,000,000

NET BOOK VALUE

At 31 March 2025

-

At 31 March 2024

-

10.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 April 2024

36,357

121,981

158,338

Additions

7,930

5,181

13,111

At 31 March 2025

44,287

127,162

171,449

DEPRECIATION

At 1 April 2024

20,384

103,111

123,495

Charge for year

2,991

5,671

8,662

At 31 March 2025

23,375

108,782

132,157

NET BOOK VALUE

At 31 March 2025

20,912

18,380

39,292

At 31 March 2024

15,973

18,870

34,843

11.	FIXED ASSET INVESTMENTS

Listed

investments

£

COST OR VALUATION

At 1 April 2024

3,690,048

Additions

32,420

Disposals

(1,598,199

)

Revaluations

54,233

At 31 March 2025

2,178,502

NET BOOK VALUE

At 31 March 2025

2,178,502

At 31 March 2024

3,690,048

Cost or valuation at 31 March 2025 is represented by:

Listed

investments

£

Valuation in 2021

41,425

Valuation in 2022

42,258

Valuation in 2023

(75,163

)

Valuation in 2024

536,380

Valuation in 2025

54,233

Cost

1,579,369

2,178,502

If Investments had not been revalued they would have been included at the following historical cost:

2025

2024

as

restated

£

£

Cost

1,579,369

2,789,617

Fixed asset investments were valued on an open market basis on 31 March 2025 by St James Investments .

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as

restated

£

£

Trade debtors

252,020

256,689

Other debtors

4,130,295

2,305,371

Directors' current accounts

414,658

291,539

Prepayments

238,431

345,743

5,035,404

3,199,342