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Registration number: 12009812

Gaia Fertility Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 31 December 2022

 

Gaia Fertility Limited

Contents

Company Information

1

Directors' Report

2

Balance Sheet

3 to 4

Notes to the Unaudited Financial Statements

5 to 12

 

Gaia Fertility Limited

Company Information

Directors

N AlSalim

LR Zegna

O Astafyeva

Registered office

Great Western Studios
Gaia
65 Alfred Road
London
W2 5EU

Accountants

Balance Accounts Limited
Chartered Certified Accountants
4 Beau Street
Bath
BA1 1QY

 

Gaia Fertility Limited

Directors' Report for the Year Ended 31 December 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors of the company

The directors who held office during the year were as follows:

N AlSalim

LR Zegna

O Astafyeva

Principal activity

The principal activity of the company is combining reproductive health data with financial technology to make IVF treatments more accessible, affordable and individual.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 30 September 2023 and signed on its behalf by:
 

.........................................
N AlSalim
Director

 

Gaia Fertility Limited

(Registration number: 12009812)
Balance Sheet as at 31 December 2022

Note

2022
£

2021
£

Fixed assets

 

Intangible assets

4

648,026

93,970

Tangible assets

5

119,473

31,080

Investments

6

200

-

Debtors

7

295,052

-

 

1,062,751

125,050

Current assets

 

Debtors

7

1,634,820

451,630

Cash at bank and in hand

 

11,912,265

14,210,314

 

13,547,085

14,661,944

Creditors: Amounts falling due within one year

8

(822,308)

(69,253)

Net current assets

 

12,724,777

14,592,691

Net assets

 

13,787,528

14,717,741

Capital and reserves

 

Called up share capital

9

92

89

Share premium reserve

17,141,238

15,700,545

Retained earnings

(3,353,802)

(982,893)

Shareholders' funds

 

13,787,528

14,717,741

For the financial year ending 31 December 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

 

Gaia Fertility Limited

(Registration number: 12009812)
Balance Sheet as at 31 December 2022

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 30 September 2023 and signed on its behalf by:
 

.........................................
N AlSalim
Director

 

Gaia Fertility Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

1

General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
Great Western Studios
Gaia
65 Alfred Road
London
W2 5EU
England

These financial statements were authorised for issue by the Board on 30 September 2023.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

Gaia Fertility Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Office equipment

25% reducing balance

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Intellectual Property Rights

Straight line over 10 years

Capitalised Development Costs

Straight line over 5 years

 

Gaia Fertility Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Gaia Fertility Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Share based payments

The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 19 (2021 - 7).

 

Gaia Fertility Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

4

Intangible assets

Internally generated software development costs
 £

Other intangible assets
 £

Total
£

Cost or valuation

At 1 January 2022

-

111,450

111,450

Additions acquired separately

620,689

-

620,689

At 31 December 2022

620,689

111,450

732,139

Amortisation

At 1 January 2022

-

17,480

17,480

Amortisation charge

55,488

11,145

66,633

At 31 December 2022

55,488

28,625

84,113

Carrying amount

At 31 December 2022

565,201

82,825

648,026

At 31 December 2021

-

93,970

93,970

5

Tangible assets

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 January 2022

39,160

39,160

Additions

114,295

114,295

Disposals

(1,874)

(1,874)

At 31 December 2022

151,581

151,581

Depreciation

At 1 January 2022

8,080

8,080

Charge for the year

24,262

24,262

Eliminated on disposal

(234)

(234)

At 31 December 2022

32,108

32,108

Carrying amount

At 31 December 2022

119,473

119,473

At 31 December 2021

31,080

31,080

 

Gaia Fertility Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

6

Investments

2022
£

2021
£

Investments in subsidiaries

200

-

Subsidiaries

£

Cost or valuation

Additions

200

Provision

Carrying amount

At 31 December 2022

200

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2022

2021

Subsidiary undertakings

Gaia Finance I Limited

Great Western Studios, Gaia, 65 Alfred Road, London W2 5EU

England

Ordinary

100%

0%

Gaia Family Limited

Great Western Studios, Gaia, 65 Alfred Road, London W2 5EU

England

Ordinary

100%

0%

Subsidiary undertakings

Gaia Finance I Limited

The principal activity of Gaia Finance I Limited is managing debt funding for group companies. Its financial period end is 31 December.

Gaia Family Limited

The principal activity of Gaia Family Limited is not applicable as the company is dormant. Its financial period end is 31 December.

The group qualifies as a small group in the period and under the Companies Act 2006 it is not required to prepare consolidated accounts. The company has chosen to apply this exemption.

 

Gaia Fertility Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

7

Debtors

2022
£

2021
£

Trade debtors

2,099

-

Prepayments

79,011

41,536

Other debtors

1,553,710

410,094

1,634,820

451,630

Non-current

2022
£

2021
£

Trade debtors

295,052

-

8

Creditors

Creditors: amounts falling due within one year

Note

2022
£

2021
£

Due within one year

 

Loans and borrowings

-

11

Trade creditors

 

255,438

49,907

Amounts due to related parties

92,189

-

Social security and other taxes

 

292,703

-

Outstanding defined contribution pension costs

 

7,757

4,070

Other payables

 

9,924

2,217

Accruals

 

164,297

13,048

 

822,308

69,253

 

Gaia Fertility Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

9

Share capital

Allotted, called up and fully paid shares

 

2022

2021

 

No.

£

No.

£

Ordinary of £0.0001 each

511,361

51.14

500,000

50.00

Seed of £0.0001 each

173,827

17.38

173,827

17.38

Series A of £0.0001 each

227,689

22.77

205,733

20.57

Non-Voting Ordinary of £0.0001 each

7,813

0.78

7,813

0.78

 

920,690

92.07

887,373

88.74

Allotted, called up and not fully paid shares

 

2022

2021

 

No.

£

No.

£

Seed of £0 (2021 - £0.0001) each

-

-

78

0.01

         

These shares were fully paid on 25 February 2022.