Caseware UK (AP4) 2024.0.164 2024.0.164 2023-12-312025-05-192025-05-272023-12-312025-05-192023-12-312025-05-192022-08-23falseNon-trading holding entity2falsefalsefalse 14312389 2022-08-22 14312389 2022-08-23 2023-12-31 14312389 2022-01-01 2022-08-22 14312389 2023-12-31 14312389 1 2022-08-23 2023-12-31 14312389 d:Director1 2022-08-23 2023-12-31 14312389 d:Director1 2023-12-31 14312389 d:Director2 2022-08-23 2023-12-31 14312389 d:Director2 2023-12-31 14312389 d:RegisteredOffice 2022-08-23 2023-12-31 14312389 c:Buildings c:LongLeaseholdAssets 2022-08-23 2023-12-31 14312389 c:Buildings c:ShortLeaseholdAssets 2022-08-23 2023-12-31 14312389 c:PlantMachinery 2022-08-23 2023-12-31 14312389 c:Goodwill 2022-08-23 2023-12-31 14312389 c:CopyrightsPatentsTrademarksServiceOperatingRights 2023-12-31 14312389 c:ComputerSoftware 2023-12-31 14312389 c:OtherResidualIntangibleAssets 2022-08-23 2023-12-31 14312389 c:CurrentFinancialInstruments 2023-12-31 14312389 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 14312389 c:ShareCapital 2022-08-23 2023-12-31 14312389 c:ShareCapital 2023-12-31 14312389 c:SharePremium 2022-08-23 2023-12-31 14312389 c:SharePremium 2023-12-31 14312389 c:ForeignCurrencyTranslationReserve 2022-08-23 2023-12-31 14312389 c:RetainedEarningsAccumulatedLosses 2022-08-23 2023-12-31 14312389 c:RetainedEarningsAccumulatedLosses 2023-12-31 14312389 d:OrdinaryShareClass1 2022-08-23 2023-12-31 14312389 d:OrdinaryShareClass1 2023-12-31 14312389 d:OrdinaryShareClass2 2022-08-23 2023-12-31 14312389 d:OrdinaryShareClass2 2023-12-31 14312389 d:OrdinaryShareClass3 2022-08-23 2023-12-31 14312389 d:OrdinaryShareClass3 2023-12-31 14312389 d:OrdinaryShareClass4 2022-08-23 2023-12-31 14312389 d:OrdinaryShareClass4 2023-12-31 14312389 d:FRS102 2022-08-23 2023-12-31 14312389 d:Audited 2022-08-23 2023-12-31 14312389 d:FullAccounts 2022-08-23 2023-12-31 14312389 d:PrivateLimitedCompanyLtd 2022-08-23 2023-12-31 14312389 c:Subsidiary1 2022-08-23 2023-12-31 14312389 c:Subsidiary1 1 2022-08-23 2023-12-31 14312389 c:Subsidiary2 2022-08-23 2023-12-31 14312389 c:Subsidiary2 1 2022-08-23 2023-12-31 14312389 c:Subsidiary3 2022-08-23 2023-12-31 14312389 c:Subsidiary3 1 2022-08-23 2023-12-31 14312389 c:Subsidiary4 2022-08-23 2023-12-31 14312389 c:Subsidiary4 1 2022-08-23 2023-12-31 14312389 c:Subsidiary5 2022-08-23 2023-12-31 14312389 c:Subsidiary5 1 2022-08-23 2023-12-31 14312389 c:Subsidiary6 2022-08-23 2023-12-31 14312389 c:Subsidiary6 1 2022-08-23 2023-12-31 14312389 d:Consolidated 2023-12-31 14312389 d:ConsolidatedGroupCompanyAccounts 2022-08-23 2023-12-31 14312389 c:CopyrightsPatentsTrademarksServiceOperatingRights c:ExternallyAcquiredIntangibleAssets 2022-08-23 2023-12-31 14312389 c:ComputerSoftware c:ExternallyAcquiredIntangibleAssets 2022-08-23 2023-12-31 14312389 2 2022-08-23 2023-12-31 14312389 6 2022-08-23 2023-12-31 14312389 c:ExternallyAcquiredIntangibleAssets 2022-08-23 2023-12-31 14312389 e:Euro 2022-08-23 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 14312389










ASSISTED REPRODUCTION ALLIANCE LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
COMPANY INFORMATION


Directors
Y Abou Adal 
JD Smidt 




Registered number
14312389



Registered office
2nd Floor
77 Charlotte Street

London

United Kingdom

W1T 4PW




Independent auditor
MHA
Chartered Accounts and Statutory Auditors

2 London Wall Place

London

EC2Y 5AU





 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditor's Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10 - 11
Company Balance Sheet
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15 - 16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 40


 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

Introduction
 
The Group has delivered strong operational and financial performance in the reporting period, achieving growth well above the broader fertility market. This was driven by increased market share in core geographies, entry into new high-potential markets, and the successful integration of newly acquired clinics.
Key strategic milestones included the acquisition of leading fertility clinics in Portugal, Denmark, and Greece, significantly expanding our European footprint. The Group now operates in several key markets, serving a diverse and growing international patient base. The establishment of our own donor gamete banks further enhanced our autonomy and competitive advantage, enabling us to offer a wider range of treatment solutions with improved supply reliability.
Operationally, the Group has continued to focus on clinical excellence, standardisation of best practices, and the implementation of cross-platform efficiencies. These efforts have improved patient outcomes, strengthened organisational resilience, and supported sustainable growth.
The Group remains well-positioned for continued expansion, with a clear strategic vision, strong clinical reputation, and a growing portfolio of high-performing clinics.

Business review
 
The group has reported a turnover of €12,726,155 and a pre-tax profit of €1,242,650 for the period. The group has net assets of €21,732,567 as at 31 December 2023, of which €15,357,663 is attributable to the owner of the parent company.  As at the period end cash held by the group is €2,611,960.
At the heart of our strategy is an unwavering commitment to delivering world-class care. We continue to invest in our people, technology, and clinical innovation to maintain the highest standards of treatment and patient experience across all clinics in our network.

Principal risks and uncertainties
 
The three risk areas that have been identified by the directors are as follows:
Regulatory Changes
Fertility treatment is subject to evolving regulations, which may vary significantly across jurisdictions. Management monitor local regulatory environments; active engagement with regulatory bodies; and diversified geographic presence to reduce jurisdictional risk.
Clinical Outcomes and Patient Satisfaction
Poor outcomes or negative patient experiences can impact reputation and demand. Management invest in clinical training, audit and quality assurance processes; and consistent implementation of best practices across the Group.
Market Competition
Increasing competition may impact market share and pricing. Differentiation is through clinical excellence, strong brand reputation, patient-centric care, and international service offering.

Page 1

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

Financial key performance indicators
 

                                                              31/12/2023
                           €
Turnover                                                 12,762,155
Gross profit margin %                                       73%


This report was approved by the board on 19 May 2025 and signed on its behalf.



Y Abou Adal
Director

Page 2

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

The directors present their report and the financial statements for the period from 23 August 2022 to 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the  period, after taxation and minority interests, amounted to 89,964.

There were no dividends recommended or declared during the period.

Directors

The directors who served during the  period were:

Y Abou Adal (appointed 23 August 2022)
JD Smidt (appointed 15 December 2022)

Future developments

Assisted Reproduction Alliance Limited expects to continue its expansion across Europe through its proven playbook which combines accretive acquisitions, hands-on organic growth and potentially setting up greenfield clinics in existing markets.

Page 3

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director 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 and the Group's auditor is aware of that information.

Post balance sheet events

In February 2024, the minority shareholders of subsidiary company ARADNK ApS rolled over their shares into Assisted Reproduction Alliance Limited (ARA). They sold their shares in ARADNK ApS to ARA in exchange for 203,246 newly issued Class A ordinary shares of €0.01 in ARA. As a result, ARA now owns 100% of ARADNK ApS.
In January 2025, ARA raised capital from both existing and new investors, issuing 421,728 newly issued Class A ordinary shares of €0.01 to fund the acquisition of a 70% indirect interest in Newlife, a leading fertility clinic in Thessaloniki. The investment was made through a newly established subsidiary, ARAGRC FinCo (100% owned by ARA) which also raised EUR 5.7m of bank debt from Attica bank to fund the acquisition.
ARAGRC FinCo owns 70% of ARAGRC which in turn, owns 100% of Newlife. The clinic's founders retain the remaining 30% stake in ARAGRC.

Auditor

The auditor, MHAwere proposed for appointment as auditors during the period by the directors.  MHA previously traded through the legal entity Maclntyre Hudson LLP. In respect to regulatory changes, Maclntyre Hudson LLP ceased to hold an audit regulation with the engagement transitioning to MHA Audit service LLP. MHA offer themselves for reappointment. 

This report was approved by the board on 19 May 2025 and signed on its behalf.
 





Y Abou Adal
Director

Page 4

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSISTED REPRODUCTION ALLIANCE LIMITED
 

Qualified Opinion


We have audited the financial statements of Assisted Reproduction Alliance Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the  period 23 August 2022 to 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes, including significant accounting policiesThe 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, except for the effects on the matter as described in the basis for qualified opinion section of our report, the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the  period 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 qualified opinion


As at December 31, 2023, the group trade debtors include balances amounting to €220,131 which, in our judgment, are doubtful of recovery due to their age and associated credit risk. However, no impairment provision has been recognised in respect of these balances, which is not in compliance with FRS 102, Section 11 Basic Financial Instruments. Had the entity recognised an appropriate impairment loss, trade receivables as at December 31, 2023, would have been reduced by €220,131, and the profit for the year then ended would have decreased by the same amount. Accordingly, the assets and profit for the year are overstated by €220,131.
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 qualified 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 Group's or the Parent 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.


Page 5

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSISTED REPRODUCTION ALLIANCE LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


As described in the Basis for qualified opinion section of our report, our audit opinion is qualified for non provision for doubt full debts. Information on profits included in the Group Strategic Report and directors’ report also omits this information and accordingly we have concluded that the other information is materially misstated for the same reason.


Opinion on other matters prescribed by the Companies Act 2006
 

Except for the effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

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:


adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made.
we have not received all the information and explanations we require for our audit.



Page 6

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSISTED REPRODUCTION ALLIANCE LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 is 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditor 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 an Auditor's Report 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 Group 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below: 

Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness.
Reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations.
Reviewing minutes of meetings of those charged with governance.
Enquiry with the management around potential litigation and claims.



Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditor's Report.


Page 7

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSISTED REPRODUCTION ALLIANCE 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 2006Our 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 Auditor's 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.





Stephen Poleykett (Senior Statutory Auditor)
  
for and on behalf of
MHA, Statutory Auditor
London, United Kingdom
 
Date:
 

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales
(registered number OC455542.)
27 May 2025
Page 8

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 23 AUGUST 2022 TO  31 DECEMBER 2023

For the period from 23 August 2022 to 31 December 2023
Note

  

Turnover
 4 
12,726,155

Cost of sales
  
(3,396,746)

Gross profit
  
9,329,409

Administrative expenses
  
(8,094,479)

Other operating income
 5 
205,874

Other operating charges
  
(1,288)

Operating profit
 6 
1,439,516

Interest receivable and similar income
 9 
2,310

Interest payable and similar expenses
 10 
(199,176)

Profit before taxation
  
1,242,650

Tax on profit
 11 
(168,634)

Profit for the financial period
  
1,074,016

  

Currency translation differences
  
48,273

Other comprehensive income for the period
  
48,273

Total comprehensive income for the period
  
1,122,289

Profit for the  period attributable to:
  

Non-controlling interests
  
984,052

Owners of the parent Company
  
89,964

  
1,074,016

Total comprehensive income for the period attributable to:
  

Non-controlling interest
  
984,052

Owners of the parent Company
  
138,237

  
1,122,289

The notes on pages 18 to 40 form part of these financial statements.

Page 9

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
REGISTERED NUMBER: 14312389

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note

Fixed assets
  

Intangible assets
 12 
15,450,410

Tangible assets
 13 
4,829,136

Investments
 14 
61,249

  
20,340,795

Current assets
  

Stocks
 15 
2,257,540

Debtors: amounts falling due within one year
 16 
3,351,285

Cash at bank and in hand
 17 
2,611,960

  
8,220,785

Creditors: amounts falling due within one year
  
(4,423,698)

Net current assets
  
 
 
3,797,087

Total assets less current liabilities
  
24,137,882

Creditors: amounts falling due after more than one year
 19 
(2,320,591)

Provisions for liabilities
  

Deferred taxation
 21 
(84,724)

  
 
 
(84,724)

Net assets
  
21,732,567

Page 10

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
REGISTERED NUMBER: 14312389
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

2023
Note

Capital and reserves
  

Called up share capital 
 22 
20,001

Share premium account
 23 
15,277,474

Foreign exchange reserve
 23 
48,273

Retained earnings
 23 
11,915

Equity attributable to owners of the parent Company
  
15,357,663

Non-controlling interests
  
6,374,904

  
21,732,567


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 May 2025




Y Abou Adal
Director

The notes on pages 18 to 40 form part of these financial statements.

Page 11

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
REGISTERED NUMBER: 14312389

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note

Fixed assets
  

Intangible assets
 12 
85,460

Investments
 14 
44,833,279

  
44,918,739

Current assets
  

Debtors: amounts falling due within one year
 16 
1,001

Cash at bank and in hand
 17 
21,132

  
22,133

Creditors: amounts falling due within one year
  
(14,889)

Net current assets
  
 
 
7,244

Total assets less current liabilities
  
44,925,983

  

  

Net assets
  
44,925,983


Capital and reserves
  

Called up share capital 
 22 
20,001

Share premium account
 23 
15,277,474

Profit for the period
  
29,628,508

Retained earnings
  
29,628,508

  
44,925,983


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 May 2025.


Y Abou Adal
Director

The notes on pages 18 to 40 form part of these financial statements.

Page 12
 

 
ASSISTED REPRODUCTION ALLIANCE LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 23 AUGUST 2022 TO31 DECEMBER 2023



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity





Comprehensive income for the period


Profit for the period

-
-
-
89,964
89,964
984,052
1,074,016


Movement in foreign translation reserve
-
-
48,273
-
48,273
-
48,273



Other comprehensive income for the period
-
-
48,273
-
48,273
-
48,273



Total comprehensive income for the period
-
-
48,273
89,964
138,237
984,052
1,122,289



Contributions by and distributions to owners


Shares issued during the period
20,001
15,277,474
-
-
15,297,475
-
15,297,475


Recognition of NCI upon acquisition of subsidiaries
-
-
-
-
-
1,747,876
1,747,876


Equity transaction with NCI
-
-
-
(78,049)
(78,049)
3,642,976
3,564,927



Total transactions with owners
20,001
15,277,474
-
(78,049)
15,219,426
5,390,852
20,610,278



At 31 December 2023
20,001
15,277,474
48,273
11,915
15,357,663
6,374,904
21,732,567

The notes on pages 18 to 40 form part of these financial statements.

Page 13
 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 23 AUGUST 2022 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity



Comprehensive income for the period

Profit for the period

-
-
29,628,508
29,628,508


Other comprehensive income for the period
-
-
-
-


Total comprehensive income for the period
-
-
29,628,508
29,628,508


Contributions by and distributions to owners

Shares issued during the period
20,001
15,277,474
-
15,297,475


Total transactions with owners
20,001
15,277,474
-
15,297,475


At 31 December 2023
20,001
15,277,474
29,628,508
44,925,983

The notes on pages 18 to 40 form part of these financial statements.

Page 14

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

2023

Cash flows from operating activities

Profit for the financial period
1,074,016

Adjustments for:

Amortisation of intangible assets
11,668

Depreciation of tangible assets
519,880

Amortisation of goodwill
1,199,644

Government grants
(19,878)

Interest paid
199,176

Interest received
(2,310)

(Increase)/decrease in stocks
(2,257,540)

(Increase)/decrease in debtors
(3,187,217)

Increase in creditors
3,204,807

Net cash generated from operating activities

742,246


Cash flows from investing activities

Purchase of intangible fixed assets
(131,921)

Purchase of tangible fixed assets
(615,692)

Government grants received
19,878

Interest received
2,310

Purchase of fixed investments
(238,369)

Acquisition of subsidiaries
(15,102,670)

Net cash from investing activities

(16,066,464)

Cash flows from financing activities

Issue of ordinary shares
15,297,475

New secured loans
2,051,553

Interest paid
(199,176)

Net cash used in financing activities
17,149,852

Net increase in cash and cash equivalents
1,825,634

Cash and cash equivalents at the end of period
1,825,634


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
2,611,960

Bank overdrafts
(786,326)
Page 15

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023


2023



1,825,634


The notes on pages 18 to 40 form part of these financial statements.

Page 16

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023




Cash flows
Acquisition and disposal of subsidiaries
At 31 December 2023



Cash at bank and in hand

17,714,630

(15,102,670)

2,611,960

Bank overdrafts

(786,326)

-

(786,326)

Debt due after 1 year

(2,320,591)

-

(2,320,591)

Debt due within 1 year

(517,289)

-

(517,289)


14,090,424
(15,102,670)
(1,012,246)

The notes on pages 18 to 40 form part of these financial statements.

Page 17

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

1.


General information

Assisted Reproduction Alliance Limited is a private company limited by share capital, incorporated on 23 August 2022 in England and Wales, company registration number 14312389. 
The registered office is:
2nd Floor 
77 Charlotte Street
London
United Kingdom
W1T 4PW
These consolidated financial statements are the first financial statements of the group from incorporation and comprise the Company and its subsidiaries (collectively the 'Group' and individually the 'Company'). The principal activity of the company is that of an investment holding organisation. The principal activity of the group is to provide fertility treatments across Europe, the group financial statements are for the 16 month period from incorporation on 23 August 2022 to 31 December 2023.

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 financial statements are presented in euros, the functional currency, rounded to the nearest 1€.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

Page 18

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The parent company Assisted Reproduction Alliance Limited (ARA), acquired 51% of ARAPRT LDA on 15 December 2022. On the same day Assisted Reproduction Alliance Limited increased its shareholding by investing in cash EUR 675,000 in ARAPRT LDA increasing the shareholding from 51% to 54.23%.
On 19 July 2023 Assisted Reproduction Alliance limited acquired 100% shares in AVA Clinic.
On 4 December 2023, parent company, Assisted Reproduction Alliance Limited (ARA), executed an in-kind share capital increase by transferring its shares in AVA Clinic to ARAPRT LDA. This transaction was classified as a common control transaction, leading to an increase in ARAPRT LDA's share capital from €10,249,944 to €13,420,089. As a result, ARA's ownership stake in ARAPRT LDA increased from 54.23% to 65.04%.
Following the transaction described above, the remaining shareholder in ARAPRT LDA entered into an agreement with the parent company (ARA), under which the parent issued 100 D class shares of €0.01 in exchange for a reduction in that remaining shareholder's stake in ARAPRT LDA. The substance of this agreement means that the remaining shareholder is now regarded as a shareholder in the parent company rather than the subsidiary, and ARA is considered 100% shareholder in ARAPRT LDA for consolidation purposes.

Page 19

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Euros.

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 
Revenue from medical treatments are recognised at the point in which the treatment has been administered.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 20

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

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.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the  period in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution pension plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.






Page 21

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. 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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its expected useful life which is estimated to be ten years. 

Other intangible assets

Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives.

 The estimated useful lives range as follows:

Goodwill
-
10
years
Development expenditure and computer software
-
4
years

Page 22

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Development costs

Development costs are recognised as an intangible asset when the Group can demonstrate:

the technical feasibility of completing the intangible asset so that the asset will be available for
use or sale
its intention to complete and its ability and intention to use or sell the asset
how the asset will generate future economic benefit.
the availability of resources to complete the asset
the ability to measure reliably the expenditure during development

Capitalised development costs are amortised over their estimated useful life on a systematic basis, typically using the straight-line method, unless another method better reflects the pattern of consumption of economic benefits. The amortisation period is reviewed annually.

 
2.15

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 so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Land and buildings
-
10 to 15 years
Plant and machinery
-
4 to 14 years
Motor vehicles
-
4 to 6 years

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.

Assets under construction are not depreciated until they are bought in to use.

 
2.16

Valuation of investments

Fixed asset investments are initially measured at cost. Subsequently, investments in subsidiaries are revalued at the end of each reporting period. The revaluation is performed using the consolidated EBITDA of the investment portfolio multiplied by the average EBITDA multiplier of other similar companies. In doing this the shareholder have made the assumption that their investments are as equivalently marketable as the companies used to calculate the appropriate EBITDA.
Changes in investment value are recognised in profit or loss as they occur.

Page 23

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.18

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable 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.

 
2.19

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.20

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.

 
2.21

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 24

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Key sources of estimation uncertainty
a) Fair value of identifiable assets and liabilities on business combinations
In a business combination, determining the fair value of the identifiable assets acquired and the liabilities assumed is required. This includes estimating the fair value of tangible assets (e.g., property, plant, and equipment), intangible assets (e.g., development costs), and contingent liabilities. 
b) Impairment of intangible assets and /or goodwill
Annually, the group considers whether intangible assets and / or goodwill are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash– generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
c) Prepayments received from customers
Prepayments from customers constitute contracts for treatment courses. Patients thus have the opportunity to sign a contract for three attempts at achieving pregnancy. The unearned revenue for the period is calculated based on the entered contracts. This requires management estimation of treatment success rate and adjustments for expected pregnancies.

Page 25

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


For the period from 23 August 2022 to 31 December 2023

Sales from customer treatments
12,726,155

12,726,155


Analysis of turnover by country of destination:

For the period from 23 August 2022 to 31 December 2023

Europe
12,726,155

12,726,155



5.


Other operating income

For the period from 23 August 2022 to 31 December 2023

Other operating income
12,670

Rent receivable
173,326

Government grants receivable
19,878

205,874


Page 26

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

6.


Operating profit

The operating profit is stated after charging:

For the period from 23 August 2022 to 31 December 2023

Depreciation of tangible fixed assets
519,880

Amortisation of intangible assets, including goodwill
1,196,839

Exchange differences
18,714

Defined contribution pension cost
192,491

Government grants
(19,878)

A government grant of €19,878 was received to support the hiring of first-time eligible employees to the
group’s clinics.


7.


Auditor's remuneration

2023

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
43,106

Page 27

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

8.


Employees and director's remuneration

Staff costs were as follows:


Group
2023


Wages and salaries
3,634,745

Social security costs
544,736

Cost of defined contribution pension scheme
192,491

4,371,972


The average monthly number of employees, including the directors, during the  period was as follows:



Group
Company
        2023
        2023
            No.
            No.







Group employees
108
2


9.


Interest receivable

23 August 2022 to 31 December 2023


Other interest receivable
2,310

2,310


10.


Interest payable and similar expenses

23 August 2022 to 31 December 2023


Bank interest payable
154,430

Other interest payable
44,746

199,176

Page 28

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

11.


Taxation


23 August 2022 to 31 December 2023

Corporation tax


Current tax on profits for the period
83,910


83,910


Total current tax
83,910

Deferred tax


Origination and reversal of timing differences
84,724

Total deferred tax
84,724


Tax on profit
168,634

Factors affecting tax charge for the period

The tax assessed for the  period is lower than the standard rate of corporation tax in the UK of 23.5%. The differences are explained below:

2023


Profit on ordinary activities before tax
1,242,650


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5%
292,023

Effects of:


Utilisation of tax losses
(64,867)

Lower rate of tax on overseas earnings
(27,960)

Other timing differences leading to  decrease in taxation
(30,562)

Total tax charge for the period
168,634

Page 29

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

12.


Intangible assets

Group




Development expenditure
Trademarks
Computer software
Goodwill
Total




Cost


Additions - parent 
-
11,401
74,059
14,257,183
14,342,643


Additions - on acquisition of subsidiaries 
46,461
-
52,645
2,219,964
2,319,070



At 31 December 2023

46,461
11,401
126,704
16,477,147
16,661,713



Amortisation


Charge for the period
3,680
-
7,988
1,199,635
1,211,303



At 31 December 2023

3,680
-
7,988
1,199,635
1,211,303



Net book value



At 31 December 2023
42,781
11,401
118,716
15,277,512
15,450,410



Company



Trademarks
Computer software
Total




Cost


Additions
11,401
74,059
85,460



At 31 December 2023

11,401
74,059
85,460






Net book value



At 31 December 2023
11,401
74,059
85,460

Page 30
 


 
ASSISTED REPRODUCTION ALLIANCE LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023


13.


Tangible fixed assets


Group







Freehold Land and buildings
Motor vehicles
Plant and machinery
Office equipment
Asset under construction
Total




Cost or valuation


Additions - on acquisition of subsidiaries 
2,941,502
193,567
1,004,244
768,229
441,474
5,349,016


Transfers between classes
-
-
16,255
(16,255)
-
-



At 31 December 2023

2,941,502
193,567
1,020,499
751,974
441,474
5,349,016



Depreciation


Charge for the period
170,433
35,118
206,452
107,877
-
519,880



At 31 December 2023

170,433
35,118
206,452
107,877
-
519,880



Net book value



At 31 December 2023
2,771,069
158,449
814,047
644,097
441,474
4,829,136

Page 31
 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

           13.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2023

Freehold land and buildings
2,771,069

2,771,069



14.


Fixed asset investments

Group





Other fixed asset investments




Cost or valuation


On acquisition of subsidiaries
61,249



At 31 December 2023
61,249




Company





Investments in subsidiary companies




Cost or valuation


Additions
15,184,674


Revaluations
29,648,605



At 31 December 2023
44,833,279




The investment in subsidiaries was revalued at 31 December 2023 by the directors. This was performed using the consolidated EBITDA (earnings before income tax, depreciation and amortisation) of the investment portfolio multiplied by the average EBITDA multiplier of other similar companies.
The revaluation of €29,648,605 was recognised in the profit and loss of the company.

Page 32

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

ARAPRT, LDA
Avenida da Boavista
No. 1243, 5th Floor
parish Lordelo do Ouro and Massarelos
Porto
Ordinary
100%
ARADNK ApS
Alexandriagade 8
2150 Nordhavn
Denmark
Ordinary
61.25%
Procriar - Centro de Obstetrícia e Medicina da Reprodução do Porto, LDA
Avenida da Boavista
No. 1243, 5th Floor
parish Lordelo do Ouro and Massarelos
Porto
Ordinary
57.10%
Ferticentro - Centro de Estudos de Fertilidade, LDA
Rua Padre Estevao Cabral - 72 
3000-316 Coimbra 
Portugal
Ordinary
51%
AVA - Clinic, Cuidados Médicos, LDA
Avenida António Augusto de Aguiar
no. 5, R/C
1050-010 Lisboa
Ordinary
100%
Maigaard Fertilitetsklinik A/S
Jens Baggesens Vej 88H
8200 Aarhus N
Denmark
Ordinary
61.25%

Page 33

 
ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
Subsidiary undertakings (continued)

ARAPRT LDA
The Assisted Reproduction Alliance Limited (ARA) obtained 51% of ARAPRT LDA on 15 December 2022. On the same day Assisted Reproduction Alliance Limited increased its shareholding by investing in cash EUR 675,000 in ARAPRT LDA increasing the shareholding from 51% to 54.23%.
On December 4, 2023, Assisted Reproduction Alliance Limited (ARA), executed an in-kind share capital increase by transferring its shares in AVA Clinic to ARAPRT LDA. This transaction was classified as a common control transaction, leading to an increase in ARAPRT LDA's share capital from €10,249,944 to €13,420,089. As a result, ARA's ownership stake in ARAPRT LDA increased from 54.23% to 65.04%.
Following the transaction described above, the remaining shareholder in ARAPRT LDA entered into an agreement with the parent company (ARA), under which the parent issued 100 D class shares of €0.01 in exchange for a reduction in the remaining shareholder's stake in ARAPRT LDA. The substance of this agreement means that the remaining shareholder is now regarded as a shareholder in the parent company rather than the subsidiary, and ARA is considered 100% shareholder in ARAPRT LDA for consolidation purposes.
Ferticentro LDA
Prior to acquisition of ARAPRT LDA by  Assisted Reproduction Alliance Limited, on 12 December 2022, Suitable Fields and Vladimiro (Previous owners of Ferticentro LDA) has transferred the equity stakes corresponding to 51% of Ferticentro LDA to ARAPRT LDA (then Juno Fertility Portugal) by means of a share capital increase.
Procriar LDA
Prior to acquisition of ARAPRT LDA by  Assisted Reproduction Alliance Limited, on 12 December 2022, Suitable Fields and Vladimiro (Previous owners of Ferticentro LDA) has transferred their equity stakes corresponding to 51% of Procriar LDA  to ARAPRT LDA (then Juno Fertility Portugal) by means of a share capital increase.
On 15 December 2022, ARAPRT LDA increased its shareholding in Procriar LDA through an additional cash contribution of EUR 667,890, resulting in ARAPRT LDA owning 57.10% of Procriar LDA.
AVA Clinic
On 19 July 2023 Assisted Reproduction Alliance Limited acquired 100% shares in AVA Clinic.
On December 4, 2023, Assisted Reproduction Alliance Limited increased its share capital through an in-kind contribution by transferring its shares in AVA Clinic to ARAPRT LDA. This transaction was classified as a common control transaction. As a result, ARAPRT LDA now holds 100% ownership of AVA Clinic, while Assisted Reproduction Alliance Limited retains ultimate ownership.
ARADNK ApS
On 14 April 2023, Assisted Reproduction Alliance Limited incorporated ARADNK ApS by investing DKK 40,000 (Equivalent to EUR 5,368), with a holding of 61.25%. 
Maigaard Fertilitestklinik 
On 14 April 2023, ARADNK ApS acquired 100% of Maigaard Fertilitestklinik from its previous owners for a cash consideration of EUR 3,405,491, along with the issuance of shares, resulting in ownership of the Maigaard founder of 38.75% in ARADNK ApS (which rolled-up their minority shares in ARADNK), and a holding of 61.25% by Assisted Reproduction Alliance Limited. 

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ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

ARAPRT, LDA
13,521,909
101,905

ARADNK ApS
9,397,653
3,575

Procriar - Centro de Obstetrícia e Medicina da Reprodução do Porto, LDA
998,449
510,114

Ferticentro - Centro de Estudos de Fertilidade, LDA
3,879,503
1,357,014

AVA - Clinic, Cuidados Médicos, LDA
1,453,533
119,158

Maigaard Fertilitestklinik A/S
1,337,892
320,306


15.


Stocks

Group
2023

Materials and consumables
1,639,488

Stocks to be used for treatments
618,052

2,257,540


The difference between the purchase price or production cost of stocks and their replacement cost is not material.


16.


Debtors

Group
Company
2023
2023


Trade debtors
2,415,376
-

Other debtors
695,920
1,001

Prepayments and accrued income
239,989
-

3,351,285
1,001


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ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

17.


Cash and cash equivalents

Group
Company
2023
2023

Cash at bank and in hand
2,611,960
21,132

Less: bank overdrafts
(786,326)
-

1,825,634
21,132



18.


Creditors: Amounts falling due within one year

Group
Company
2023
2023

Bank overdrafts
786,326
-

Bank loans
517,289
-

Payments received on account
692,153
-

Trade creditors
1,257,818
14,889

Corporation tax
224,882
-

Other taxation and social security
205,929
-

Other creditors
667,976
-

Accruals and deferred income
71,325
-

4,423,698
14,889


Bank Loan
The group's subsidiary Ferticentro LDA entered into loan agreement to obtain scientific medical equipment, embryoscope printer and a pneumatic microinyetor. As at the balance sheet date an amount of €2,837,880 was outstanding. 
Bank overdraft
The group's subsidiary Maigaard Fertilitestklinik has entered into a bank overdraft facility up to a limit of €2,147,651 (DKK16,000,000). The credit facility accrues interest at a rate of 2.25% on a quarterly basis. As at the balance sheet date an amount of 786,326 was payable.

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ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

19.


Creditors: Amounts falling due after more than one year

Group
2023

Bank loans
2,320,591

2,320,591





20.


Loans


Analysis of the maturity of loans is given below:


Group
2023

Amounts falling due within one year

Bank loans
517,289


Amounts falling due 2-5 years

Bank loans
1,374,623

Amounts falling due after more than 5 years

Bank loans
945,968

2,837,880


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ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

21.


Deferred taxation


Group



2023








Charged to profit or loss
(84,724)



At end of period
(84,724)

Company


2023






At end of year
-
Group
2023

Accelerated capital allowances
(149,591)

Tax losses carried forward
64,867

(84,724)

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ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

22.


Share capital

2023
Allotted, called up and fully paid


1,286,663 Class A shares of 0.01 each
12,867
613,336 Class B shares of 0.01 each
6,133
100,000 Class C shares of 0.01 each
1,000
100 Class D shares of 0.01 each
1

20,001


During the period the company issued 1,286,663 Class A ordinary shares of €0.01 for €12,866.63, 613,336 Class B ordinary shares of €0.01 for €6,133.36, 100,000 of €0.01 Class C ordinary shares for €1,000 and 100 Class D Ordinary shares of €0.01 for €1 with a share premium of €15,277,474 arising on the issuance of shares at €15,297,475.
The A ordinary and B ordinary shares carry full rights to vote, receive dividends, and participate in capital distributions, including upon winding up, and do not grant any rights of redemption.
The C ordinary shares carry the right to receive notice of and attend any general meeting but do not confer rights to vote or receive dividends, including upon winding up.  
The D ordinary shares, held by Mr V Silva, a director of ARAPRT LDA, carry the right to receive notice of and attend any general meeting but do not confer rights to vote or receive dividends, including upon winding up. 100 D class shares of €0.01 were issued in exchange for a reduction in Mr V Silva's stake in ARAPRT LDA. The substance of this agreement means that Mr V Silva is now regarded as a shareholder in the parent company rather than the subsidiary, and the company is considered 100% shareholder in ARAPRT LDA for consolidation purposes.


23.


Reserves

Foreign exchange reserve

Foreign exchange reserve represents the net gain/(loss) recognised when translating financial statements of foreign operations into the reporting currency of the parent company.

Retained earnings

Profit and loss account carries the accumulated financial results of the parent company since incorporation and the post-acquisition retained earnings of all subsidiaries.


24.


Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £192,491. Contributions totalling £2,976 were payable to the fund at the balance sheet date.

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ASSISTED REPRODUCTION ALLIANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023

25.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2023

Not later than 1 year
454,510

Later than 1 year and not later than 5 years
1,426,664

Later than 5 years
1,510,611

3,391,785

26.Other financial commitments

During the period the group has entered into a bank guarantee of €299,923 for the lease agreements.


27.


Post balance sheet events

In February 2024, the minority shareholders of subsidiary company ARADNK ApS rolled over their shares into Assisted Reproduction Alliance Limited (ARA). They sold their shares in ARADNK ApS to ARA in exchange for 203,246 newly issued Class A ordinary shares of €0.01 in ARA. As a result, ARA now owns 100% of ARADNK ApS.
In January 2025, ARA raised capital from both existing and new investors, issuing 421,728 newly issued Class A ordinary shares of €0.01 to fund the acquisition of a 70% indirect interest in Newlife, a leading fertility clinic in Thessaloniki. The investment was made through a newly established subsidiary, ARAGRC FinCo (100% owned by ARA) which also raised EUR 5.7m of bank debt from Attica bank to fund the acquisition.
ARAGRC FinCo owns 70% of ARAGRC which in turn, owns 100% of Newlife. The clinic's founders retain the remaining 30% stake in ARAGRC.


28.


Controlling party

The ultimate controlling party of the group is Yasmine Abou Adal.

 
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