REGISTERED NUMBER: 03148421 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

FOR

ESPARK ACU LIMITED

Page

Balance Sheet

1

to

2

Notes to the Financial Statements

3

to

9

FIXED ASSETS

Tangible assets

4

272,570

348,121

Investments

5

302,938

302,938

575,508

651,059

CURRENT ASSETS

Debtors

6

4,118,384

2,921,332

Cash at bank

2,375,392

3,587,999

6,493,776

6,509,331

CREDITORS

Amounts falling due within one year

7

112,872

56,679

NET CURRENT ASSETS

6,380,904

6,452,652

TOTAL ASSETS LESS CURRENT LIABILITIES

6,956,412

7,103,711

CAPITAL AND RESERVES

Called up share capital

8

10,200

10,200

Retained earnings

6,946,212

7,093,511

SHAREHOLDERS' FUNDS

6,956,412

7,103,711

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

The members have not required the company to obtain an audit of its financial statements for the year ended 30 September 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 Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 June 2026 and were signed on its behalf by:

Dr M Ah-Moye - Director

1.	STATUTORY INFORMATION

Espark ACU Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

03148421

Registered office:

Unit 2.02 High Weald House

Glovers End

Bexhill

East Sussex

TN39 5ES

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The financial statements contain information about Espark ACU Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

JUDGEMENTS IN APPLYING ACCOUNTING AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In preparing the financial statements, management were not required to make any estimates or judgements which materially affect reported income, expenses, assets, liabilities or disclosure of contingent assets and liabilities.

TURNOVER

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and that turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover comprises revenue recognised by the Company in respect of services supplied during the year.

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line and reducing balance method.

Depreciation is provided on the following basis:

Leasehold improvements

7% straight line

Motor vehicles

25% reducing balance

Fixtures & fittings

25% reducing balance

Medical equipment

25% reducing balance

Computer equipment

25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

INVESTMENTS IN SUBSIDIARIES

All investments held as fixed assets are shown at cost less provision for impairment.

The Directors have opted to value listed investments at cost and therefore depart from the Financial Reporting Standard 102 which requires listed investments to be revalued annually to their market value.

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

INTEREST INCOME

Interest income is recognised in the Statement of Income and Retained Earnings using the effective interest method.

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.

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 reporting date in the countries where the Company operates and generates income.

DEBTORS

Short term debtors are measured at transaction price, less any impairment. Loans receivables are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	TANGIBLE FIXED ASSETS

Leasehold

improvements

Fixtures

-New

Medical

and

clinic

equipment

fittings

£

£

£

Cost

At 1 October 2024

1,445,242

566,463

150,654

Disposals

-

-

-

At 30 September 2025

1,445,242

566,463

150,654

Depreciation

At 1 October 2024

1,306,703

415,743

132,581

Charge for year

10,427

38,078

5,604

Eliminated on disposal

-

-

-

At 30 September 2025

1,317,130

453,821

138,185

Net book value

At 30 September 2025

128,112

112,642

12,469

At 30 September 2024

138,539

150,720

18,073

Motor

Computer

vehicles

equipment

Totals

£

£

£

Cost

At 1 October 2024

27,895

38,695

2,228,949

Disposals

(27,895

)

-

(27,895

)

At 30 September 2025

-

38,695

2,201,054

Depreciation

At 1 October 2024

16,127

9,674

1,880,828

Charge for year

2,942

9,674

66,725

Eliminated on disposal

(19,069

)

-

(19,069

)

At 30 September 2025

-

19,348

1,928,484

Net book value

At 30 September 2025

-

19,347

272,570

At 30 September 2024

11,768

29,021

348,121

5.	FIXED ASSET INVESTMENTS

Investments

in

subsidiary

Listed

companies

Investments

Totals

£

£

£

Cost

At 1 October 2024

and 30 September 2025

11,116

291,822

302,938

Net book value

At 30 September 2025

11,116

291,822

302,938

At 30 September 2024

11,116

291,822

302,938

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Herts & Essex Fertility Centre Limited

Registered office: UK

Nature of business: Medical consultants - assisted conception

%

Class of shares:

holding

Ordinary

100.00

Amisol UK Limited

Registered office: UK

Nature of business: Investment property rental

%

Class of shares:

holding

Ordinary

100.00

Benatal UK Limited

Registered office: UK

Nature of business: Investment property rental

%

Class of shares:

holding

Ordinary

100.00

Buena Quinta UK Limited

Registered office: UK

Nature of business: Investment property rental

%

Class of shares:

holding

Ordinary

100.00

Elvicosta UK Limited

Registered office: UK

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Essex Fertility Centre Limited

Registered office: UK

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Lersuangpen UK Limited

Registered office: UK

Nature of business: Investment property rental

%

Class of shares:

holding

Ordinary

100.00

Los Flamingos UK Limited

Registered office: UK

Nature of business: Investment property rental

%

Class of shares:

holding

Ordinary

100.00

Quinta Suites UK Limited

Registered office: UK

Nature of business: Investment property rental

%

Class of shares:

holding

Ordinary

100.00

Solara Canmore UK Limited

Registered office: UK

Nature of business: Investment property rental

%

Class of shares:

holding

Ordinary

100.00

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

3,428,856

2,921,332

Other debtors

689,528

-

4,118,384

2,921,332

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

10,001

10,001

Taxation and social security

60,455

281

Other creditors

42,416

46,397

112,872

56,679

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

10,200

Ordinary shares

£1

10,200

10,200

9.	RELATED PARTY DISCLOSURES

Included in other debtors is an advance of £689,528 (2024 - £211.06) to M Ah-Moye, a director of the Company. Interest has been charged on a daily basis at an annual rate 5.01% and the total interest has been charged in the year of amounting to £8,768.