REGISTERED NUMBER: 13980342 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

UNAUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

SPA SEEKERS HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Consolidated Statement of Comprehensive Income

4

Consolidated Balance Sheet

5

Company Balance Sheet

6

Consolidated Statement of Changes in Equity

7

Company Statement of Changes in Equity

8

Consolidated Cash Flow Statement

9

Notes to the Consolidated Cash Flow Statement

10

Notes to the Consolidated Financial Statements

12

DIRECTORS:

Mrs J F Goldberg

J Goldberg

REGISTERED OFFICE:

4 Villiers Court

Copse Drive

Meriden Business Park

Coventry

West Midlands

CV5 9RN

REGISTERED NUMBER:

13980342 (England and Wales)

ACCOUNTANTS:

LDP Luckmans

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

The group acquired Spa Seekers Limited on 22nd December 2022 following a share for share exchange.

The group has continued the work of Spa Seekers Limited by continuing its investment in the website and internet exposure together with continued links with a leading supermarket, enabling customers to use points towards payments.

The company has been profitable in period, and reports a gross margin of 24.99% (Period to March 2024: 27.6%) on sales of £14.6m (Period to March 2024: £19.7m).

The group's workforce has been stable in the period and is 30 on average. The group remains committed to investment in its staff and is undertaking ongoing training to maintain the quality of service.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's business is in the hospitality sector. Whilst performance has been strong post-Covid as demand for leisure activities remain strong, the group has to continue to work to improve its overall offering and to continue to work on its market share. The group's growth is dependent on favourable economic conditions continuing which can be affected by political and world events.

ON BEHALF OF THE BOARD:

J Goldberg - Director

12 December 2025

The directors present their report with the financial statements of the company and the group 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.

Mrs J F Goldberg

J 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.

ON BEHALF OF THE BOARD:

J Goldberg - Director

12 December 2025

TURNOVER

14,618,877

19,703,908

Cost of sales

10,965,212

14,267,113

GROSS PROFIT

3,653,665

5,436,795

Administrative expenses

2,708,486

3,284,798

945,179

2,151,997

Other operating income

-

840

OPERATING PROFIT

4

945,179

2,152,837

Income from fixed asset investments

32,420

36,356

Interest receivable and similar income

218,359

170,208

250,779

206,564

1,195,958

2,359,401

Interest payable and similar expenses

5

-

1,035

PROFIT BEFORE TAXATION

1,195,958

2,358,366

Tax on profit

6

147,712

353,166

PROFIT FOR THE FINANCIAL YEAR

1,048,246

2,005,200

OTHER COMPREHENSIVE INCOME

Gain on revaluation of investments

54,233

622,393

Income tax relating to other comprehensive income

(13,557

)

(134,095

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

40,676

488,298

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,088,922

2,493,498

Profit attributable to:

Owners of the parent

1,048,246

2,005,200

Total comprehensive income attributable to:

Owners of the parent

1,088,922

2,493,498

FIXED ASSETS

Intangible assets

9

(1,597,843

)

(2,197,120

)

Tangible assets

10

39,293

34,843

Investments

11

2,178,502

3,690,048

619,952

1,527,771

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

3,742,316

3,597,210

NET CURRENT ASSETS

2,505,047

898,887

TOTAL ASSETS LESS CURRENT LIABILITIES

3,124,999

2,426,658

PROVISIONS FOR LIABILITIES

14

159,531

222,552

NET ASSETS

2,965,468

2,204,106

CAPITAL AND RESERVES

Called up share capital

15

94

94

Fair value reserve

16

419,589

638,624

Retained earnings

16

2,545,785

1,565,388

SHAREHOLDERS' FUNDS

2,965,468

2,204,106

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group 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 and the group as at the end of each financial year and of the group's 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 and the group.

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

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

94

94

94

94

TOTAL ASSETS LESS CURRENT LIABILITIES

94

94

CAPITAL AND RESERVES

Called up share capital

15

94

94

SHAREHOLDERS' FUNDS

94

94

Company's profit for the financial year

327,560

289,486

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 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 in accordance with the provisions applicable to companies subject to the small companies regime.

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

value

Total

capital

earnings

reserve

equity

£

£

£

£

Changes in equity

Issue of share capital

94

-

-

94

Dividends

-

(289,486

)

-

(289,486

)

Total comprehensive income

-

2,005,200

488,298

2,493,498

Realised gain the year

-

(150,326

)

150,326

-

Balance at 31 March 2024

94

1,565,388

638,624

2,204,106

Changes in equity

Dividends

-

(327,560

)

-

(327,560

)

Total comprehensive income

-

1,048,246

40,676

1,088,922

Realised gain the year

-

259,711

(259,711

)

-

Balance at 31 March 2025

94

2,545,785

419,589

2,965,468

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

94

-

94

Dividends

-

(289,486

)

(289,486

)

Total comprehensive income

-

289,486

289,486

Balance at 31 March 2024

94

-

94

Changes in equity

Dividends

-

(327,560

)

(327,560

)

Total comprehensive income

-

327,560

327,560

Balance at 31 March 2025

94

-

94

Cash flows from operating activities

Cash generated from operations

1

403,201

877,508

Interest paid

-

(1,035

)

Tax paid

(107,570

)

(807,058

)

Taxation refund

44,478

21,520

Net cash from operating activities

340,109

90,935

Cash flows from investing activities

Purchase of intangible fixed assets

-

1,468,768

Purchase of tangible fixed assets

(13,111

)

(6,489

)

Purchase of fixed asset investments

-

(36,356

)

Sale of fixed asset investments

1,598,199

18,241

Interest received

10,988

170,208

Dividends received

-

36,356

Net cash from investing activities

1,596,076

1,650,728

Cash flows from financing activities

Loan to connected company

(1,644,584

)

-

Loan repayments from connected

66,818

-

Amount introduced by directors

32,180

23,032

Amount withdrawn by directors

(328,835

)

(359,454

)

Equity dividends paid

(146,560

)

(108,486

)

Net cash from financing activities

(2,020,981

)

(444,908

)

(Decrease)/increase in cash and cash equivalents

(84,796

)

1,296,755

Cash and cash equivalents at beginning of year

2

1,296,755

-

Cash and cash equivalents at end of year

2

1,211,959

1,296,755

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.12.22

Year Ended

to

31.3.25

31.3.24

£

£

Profit before taxation

1,195,958

2,358,366

Depreciation charges

(590,615

)

(789,363

)

Finance costs

-

1,035

Finance income

(250,779

)

(206,564

)

354,564

1,363,474

Decrease in trade and other debtors

64,729

154,624

Decrease in trade and other creditors

(16,092

)

(640,590

)

Cash generated from operations

403,201

877,508

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

1,211,959

1,296,755

Period ended 31 March 2024

31.3.24

1.12.22

£

£

Cash and cash equivalents

1,296,755

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

1,296,755

(84,796

)

1,211,959

1,296,755

(84,796

)

1,211,959

Total

1,296,755

(84,796

)

1,211,959

4.	ACQUISITION OF BUSINESS

On 22nd December 2022, the group acquired Spa Seekers Limited. The balance sheet of Spa Seekers Limited was:

£

Tangible Fixed Assets

37,944

Investments

3,049,540

Debtors

3,062,427

Directors loan account

136,117

Creditors

(4,222,278

)

Taxation

(536,351

)

Assets acquired

1,527,399

Cash acquired with business

1,468,768

Shares issued

(94

)

Goodwill

(2,996,073

)

1.	STATUTORY INFORMATION

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

The comparative figures in these financial statements reflect the group position from 22nd December 2022 to 31st March 2024 following the formation of the group.

Basis of consolidation

The group is formed of the parent company, Spa Seekers Holdings Limited and Spa Seekers Limited. The group was formed following the acquisition in a share for share exchange of the entire share capital of Spa Seekers Limited on 22nd December 2022. Spa Seekers Limited is fully consolidated into the financial statements of Spa Seekers Holdings Limited from this date.

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 £1225,605.

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 2022, is being amortised evenly over its estimated useful life of five years.

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 the cost less estimated residual value of 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 Consolidated 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investments

FIxed assets investments represent listed assets on recognised stock markets. The assets are therefore carried at market value with the changes in market value reported through other comprehensive income.The overall effect is shown in the fair value reserve.

3.	EMPLOYEES AND DIRECTORS

Year

Period

to

1.12.22 to

31.3.25

31.3.24

£

£

Wages and salaries

677,320

834,418

Social Security costs

51,185

57,347

Other pension costs

89,129

88,168

817,634

979,933

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

Year

Period

to

1.12.22 to

31.3.25

31.3.24

Support and administration

30

32

Period

1.12.22

Year Ended

to

31.3.25

31.3.24

£

£

Directors' remuneration

20,143

24,050

Directors' pension contributions to money purchase schemes

60,000

60,000

4.	OPERATING PROFIT

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

Period

1.12.22

Year Ended

to

31.3.25

31.3.24

£

£

Depreciation - owned assets

8,661

9,590

Goodwill amortisation

(599,277

)

(798,953

)

Auditors' remuneration

2,000

6,500

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.12.22

Year Ended

to

31.3.25

31.3.24

£

£

Late payment interest

-

1,035

6.

TAXATION

Analysis of the tax charge

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

Period

1.12.22

Year Ended

to

31.3.25

31.3.24

£

£

Current tax:

UK corporation tax

224,290

313,146

Deferred tax

(76,578

)

40,020

Tax on profit

147,712

353,166

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:

Period

1.12.22

Year Ended

to

31.3.25

31.3.24

£

£

Profit before tax

1,195,958

2,358,366

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

298,990

589,592

Effects of:

Expenses not deductible for tax purposes

-

227

Depreciation in excess of capital allowances

-

19,273

Change of tax rates

6,646

(47,099

)

Goodwill on consolidation

(149,819

)

(199,738

)

Dividends received

(8,105

)

(9,089

)

Total tax charge

147,712

353,166

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£

£

£

Gain on revaluation of investments

54,233

(13,557

)

40,676

1.12.22 to 31.3.24

Gross

Tax

Net

£

£

£

Gain on revaluation of investments

622,393

(134,095

)

488,298

7.	INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.