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Registered number: 05120141 SPA MANAGEMENT LIMITED ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
SPA MANAGEMENT LIMITED Company Information
Director | A Mankowski
Company secretary | M Mankowski
Registered number | 05120141
Registered office | 3rd Floor
| 12 Gough Square
| London
| EC4A 3DW
Independent auditors | Sayers Butterworth LLP
| Chartered Accountants & Statutory Auditor
| 3rd Floor
| 12 Gough Square
| London
| EC4A 3DW
SPA MANAGEMENT LIMITED Contents
| Page
Director's report | 1 - 2
Independent auditors' report | 3 - 6
Statement of comprehensive income (incorporating the profit and loss account) | 7
Balance sheet | 8
Statement of changes in equity | 9
Statement of cash flows | 10
Notes to the financial statements | 11 - 17
SPA MANAGEMENT LIMITED Director's report For the Year Ended 31 December 2024 The director presents his report and the financial statements for the year ended 31 December 2024.
Director's responsibilities statement
The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments 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 director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
Principal activity
The principal activity of the company during the period was that of investing in overseas hotel and leisure businesses.
Results and dividends
The loss for the year, after taxation, amounted to £6,369,652 (2023 - loss £136,775).
Director
The director who served during the year was:
A Mankowski
Disclosure of information to auditors
The director at the time when this Director's report is approved has confirmed that: ∙so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Page 1
SPA MANAGEMENT LIMITED Director's report (continued) For the Year Ended 31 December 2024
Auditors
The auditors, Sayers Butterworth LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 21 January 2026 and signed on its behalf.
M Mankowski Secretary
Page 2
SPA MANAGEMENT LIMITED Independent auditors' report to the members of Spa Management Limited
Disclaimer of opinion
We were engaged to audit the of Spa Management Limited (the 'Company') for the ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, 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). We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
As set out in note 8, investments in the company's subsidiary undertaking, Polenac S.à r.l., are included at a carrying amount of £78,293,811 in the financial statements. Information and accounting records for this subsidiary are held overseas and we have been unable to obtain sufficient appropriate audit evidence to determine whether there should be any provision against these balances or whether they are correctly included at their carrying value in these financial statements. As a result of these matters, we were unable to determine whether any adjustments might have been necessary to the profit and loss account and balance sheet. As explained in note 2 the company has not prepared consolidated financial statements for its group which are required by section 399 of the Companies Act 2006 and Financial Reporting Standard No 2 'Accounting for Subsidiary Undertakings'. As a consequence the financial statements do not give all the information about the economic activities of the group of which the company is the parent. It is not practicable to quantify the effects of the departure from this requirement.
Opinion on other matters prescribed by the Companies Act 2006
Notwithstanding our disclaimer of opinion on the financial statements, in our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Director's report has been prepared in accordance with applicable legal requirements.
Page 3
SPA MANAGEMENT LIMITED Independent auditors' report to the members of Spa Management Limited (continued)
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the Director's report. Arising from the limitation of our work referred to above: ∙we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and ∙we were unable to determine whether adequate accounting records have been kept. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙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 director's remuneration specified by law are not made.
Responsibilities of directors
As explained more fully in the Director's responsibilities statement set out on page 1, the director is responsible for the preparation of the and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of that are free from material misstatement, whether due to fraud or error. In preparing the , the director is 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 director either intends 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 responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report. However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. 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. A further description of our responsibilities for the audit of the is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 4
SPA MANAGEMENT LIMITED Independent auditors' report to the members of Spa Management Limited (continued)
Auditors’ responsibilities with regard to fraud and irregularities
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 an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but it 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Discussions were held with, and enquiries made of management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcome of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following laws and regulations were identified as being of significance to the entity: 1. Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law and Tax legislation. 2. It is considered that there are no laws and regulations for which non compliance may be fundamental to the operating aspects of the business. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. No instances of material non compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). Page 5
SPA MANAGEMENT LIMITED Independent auditors' report to the members of Spa Management Limited (continued)
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 an Auditors' report 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. Andrew Burch (Senior statutory auditor) for and on behalf of Sayers Butterworth LLP Chartered Accountants & Statutory Auditor 3rd Floor 12 Gough Square London EC4A 3DW 21 January 2026 Page 6
SPA MANAGEMENT LIMITED Statement of comprehensive income (incorporating the profit and loss account) For the Year Ended 31 December 2024
| 2024 | 2023
Note | £ | £
Administrative expenses |  | (1,477,908) | 4,804,388
Operating (loss)/profit | 4 | (1,477,908) | 4,804,388
Interest payable and expenses | 7 | (4,891,744) | (4,941,163)
Loss before tax |  | (6,369,652) | (136,775)
Loss for the financial year |  | (6,369,652) | (136,775)
Total comprehensive income for the year |  | (6,369,652) | (136,775)
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income (incorporating the profit and loss account).
The notes on pages 11 to 17 form part of these financial statements.
Page 7
SPA MANAGEMENT LIMITED Registered number: 05120141 Balance sheet As at 31 December 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 8 |  | 78,293,811 |  | 78,293,811
|  |  | 78,293,811 |  | 78,293,811
Creditors: amounts falling due within one year | 9 | (99,127,830) |  | (92,758,178) |
Net current liabilities |  |  | (99,127,830) |  | (92,758,178)
Total assets less current liabilities |  |  | (20,834,019) |  | (14,464,367)
Net liabilities |  |  | (20,834,019) |  | (14,464,367)
Capital and reserves |  |  |  |  |
Called up share capital | 11 |  | 1 |  | 1
Profit and loss account | 12 |  | (20,834,020) |  | (14,464,368)
|  |  | (20,834,019) |  | (14,464,367)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 January 2026.
A Mankowski
Director
The notes on pages 11 to 17 form part of these financial statements. Page 8
SPA MANAGEMENT LIMITED Statement of changes in equity For the Year Ended 31 December 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 1 | (14,464,368) | (14,464,367)
Comprehensive income for the year |  |  |
Loss for the year | - | (6,369,652) | (6,369,652)
At 31 December 2024 | 1 | (20,834,020) | (20,834,019)
| The notes on pages 11 to 17 form part of these financial statements.
Statement of changes in equity For the Year Ended 31 December 2023
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 1 | (14,327,593) | (14,327,592)
Comprehensive income for the year |  |  |
Loss for the year | - | (136,775) | (136,775)
At 31 December 2023 | 1 | (14,464,368) | (14,464,367)
| The notes on pages 11 to 17 form part of these financial statements.
Page 9
SPA MANAGEMENT LIMITED Statement of cash flows For the Year Ended 31 December 2024
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (6,369,652) | (136,775)
Adjustments for: |  |
Increase in creditors | 9,960 | 7,786
Increase in amounts owed to group undertakings | 6,359,692 | 128,735
Net cash generated from operating activities | - | (254)
Net increase/(decrease) in cash and cash equivalents | - | (254)
Cash and cash equivalents at beginning of year | - | 254
Cash and cash equivalents at the end of year | - | -
The notes on pages 11 to 17 form part of these financial statements.
Page 10
SPA MANAGEMENT LIMITED Notes to the financial statements For the Year Ended 31 December 2024
1. | General information
SPA Management Limited is a private company limited by shares and is incorporated in England and Wales. The company's registered office address is 3rd Floor, 12 Gough Square, London, EC4A 3DW. The company invests in overseas hotel and leisure businesses. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on a going concern basis, the director considers that financial support will be provided as and when required for at least twelve months from the approval of these financial statements.
| 2.3 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 11
SPA MANAGEMENT LIMITED Notes to the financial statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.4 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
| 2.5 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.6 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances 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 fair value was determined.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 12
SPA MANAGEMENT LIMITED Notes to the financial statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.8 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.9 | Group accounts
The financial statements present information about the company as an individual undertaking and not about its group.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are in determining whether there are any circumstances regarding the subsidiary company's ability to meet its financial obligation and whether a provision is provided against the debt. Factors taken into consideration in reaching such a decision include potential economic conditions.
4. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Exchange differences | 1,467,948 | (4,812,428)
Page 13
SPA MANAGEMENT LIMITED Notes to the financial statements For the Year Ended 31 December 2024
5. | Auditors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 4,000 | 3,000
6. | Employees
| The Company has no employees other than the director, who did not receive any remuneration (2023 - £NIL).
7. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loans from group undertakings | 4,891,744 | 4,941,163
|  | 4,891,744 | 4,941,163
Page 14
SPA MANAGEMENT LIMITED Notes to the financial statements For the Year Ended 31 December 2024
8. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 78,293,811
| At 31 December 2024 | 78,293,811
| The investment of £78,293,811 (2023: £78,293,811) represents a holding of 100% of the issued ordinary share capital of Polenac S.à r.l., a private limited company incorporated in Luxembourg. Its registered office address is 11, Avenue de la Porte-Neuve, L-2227 Luxembourg. The accounts of Polenac S.à r.l. show that the aggregate capital and reserves of the company at 31 December 2024 amounted to €82,783,782 (£68,453,910) and its loss for the year then ended amounted to €9,699 (£8,020). As at 31 December 2024, Polenac S.à r.l. owned 53% of the issued ordinary share capital of Thermaleo Sp. z o.o., a private limited company incorporated in Poland. The accounts of Thermaleo Sp. z o.o. show that the aggregate capital and reserves of the company at 31 December 2024 amounted to 95,252,956 PLN (£18,412,396) and its loss for the year then ended amounted to 7,440,149 PLN (£1,438,181). Thermaleo Sp. z o.o. owns 95% of the issued share capital of Uzdrowisko Szczawnica S.A., a private company incorporated in Poland. The accounts of Uzdrowisko Szczawnica S.A. show that the aggregate capital and reserves of the company at 31 December 2024 amounted to a deficit of 12,593,202 PLN, (£2,434,266) and its loss for the year then ended amounted to 2,509,296 PLN (£485,047).
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 3,720 | -
| Amounts owed to group undertakings | 99,057,432 | 92,697,740
| Other creditors | 66,678 | 60,438
|  | 99,127,830 | 92,758,178
| Amounts owed to group undertakings consist of a loan from the parent company. Interest is charged at 2.4% plus USD base rate.
Page 15
SPA MANAGEMENT LIMITED Notes to the financial statements For the Year Ended 31 December 2024
10. | Financial instruments
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at amortised cost | 78,293,811 | 78,293,811
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | (99,121,230) | 92,751,578
| Financial assets measured at amortised cost comprise investments in subsidiary undertakings, cash and amounts due from subsidiary undertakings.
| Financial liabilities measured at amortised cost comprise other creditors, accruals and amounts due to parent undertakings.
Page 16
SPA MANAGEMENT LIMITED Notes to the financial statements For the Year Ended 31 December 2024
11. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2023 - 1) Ordinary share of £1.00 | 1 | 1
| At the balance sheet date, there was one single class of ordinary shares, which carried full rights in respect of voting, dividends and on winding-up.
12. | Reserves
Profit & loss account The profit and loss reserve represents all current and prior period retained profits and losses.
13. | Related party transactions
| Other than transactions and balances with group undertakings as disclosed in notes 7, 8, and 9, in the opinion of the director, no other transactions with related parties were undertaken, such as are required to be disclosed under FRS 102 section 33.
14. | Controlling party
The company is controlled by its immediate parent company, AMF Limited, a company registered in the Channel Islands, by virtue of its ownership of 100% of the trading share capital of the company. AMF Limited is also the ultimate controlling party.
Page 17