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Registered number:
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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ASSISTED REPRODUCTION ALLIANCE LIMITED
COMPANY INFORMATION
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ASSISTED REPRODUCTION ALLIANCE LIMITED
CONTENTS
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ASSISTED REPRODUCTION ALLIANCE LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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.
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.
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.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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.
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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.
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.
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 2006. They 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.
The profit for the period, after taxation and minority interests, amounted to €89,964.
There were no dividends recommended or declared during the period.
The directors who served during the period were:
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.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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.
The auditor, MHA, were 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.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSISTED REPRODUCTION ALLIANCE LIMITED
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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSISTED REPRODUCTION ALLIANCE LIMITED (CONTINUED)
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 Report. Our 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.
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.
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.
received from branches not visited by us; or
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ASSISTED REPRODUCTION ALLIANCE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSISTED REPRODUCTION ALLIANCE LIMITED (CONTINUED)
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.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSISTED REPRODUCTION ALLIANCE LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
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
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ASSISTED REPRODUCTION ALLIANCE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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ASSISTED REPRODUCTION ALLIANCE LIMITED
REGISTERED NUMBER: 14312389
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
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ASSISTED REPRODUCTION ALLIANCE LIMITED
REGISTERED NUMBER: 14312389
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 May 2025
The notes on pages 18 to 40 form part of these financial statements.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
REGISTERED NUMBER: 14312389
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 May 2025.
The notes on pages 18 to 40 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 23 AUGUST 2022 TO31 DECEMBER 2023
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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)
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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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)
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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)
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 23 AUGUST 2022 TO 31 DECEMBER 2023
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.
Foreign exchange reserve
Retained earnings
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
26.Other financial commitments
During the period the group has entered into a bank guarantee of €299,923 for the lease agreements.
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.
The ultimate controlling party of the group is Yasmine Abou Adal.
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