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ASSISTED REPRODUCTION ALLIANCE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the period
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Other comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Total transactions with owners
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The notes on pages 21 to 51 form part of these financial statements.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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Comprehensive income for the period
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Other comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Total transactions with owners
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The notes on pages 21 to 51 form part of these financial statements.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Corporation tax (paid)/received
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Profit/loss from revaluation of financial investment
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Government grants received
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Associates interest received
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Purchase of fixed investments
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Acquisition of subsidiaries
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Net cash from investing activities
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Cash flows from financing activities
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Dividends paid to non-controlling interests
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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ASSISTED REPRODUCTION ALLIANCE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 21 to 51 form part of these financial statements.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
The notes on pages 21 to 51 form part of these financial statements.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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 consoldiated financial statements 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.
2.Accounting policies
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Basis of preparation of financial statements
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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 current reporting period is for the year ended 31 December 2024.
The comparative period covers the extended period from 23 August 2022 to 31 December 2023, reflecting a longer reporting period following the Company’s incorporation on that date.
As a result, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable with those of the current year.
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:
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the
Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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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.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Turnover from medical treatments are recognised at the point in which the treatment has been administered.
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Operating leases: the Group as lessee
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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.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
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.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
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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.
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:
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Development expenditure and computer software
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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:
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.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Investments in subsidiaries are classified as financial instruments and are measured at fair value through profit or loss in accordance with FRS 102 Sections 11 and 12.
Investments are initially recognised at cost, which represents the fair value of the consideration transferred. Subsequently, the investments are remeasured to fair value at each reporting date.
In determining fair value, the company uses the most recent arm’s-length valuation implied by new equity issuances or capital raises involving independent third-party investors. Management considers such transactions to provide the most reliable and objective evidence of fair value for these investments.
Changes in fair value are recognised in profit or loss as they arise.
Where no recent third-party transaction exists, the company assesses whether alternative observable inputs or valuation techniques are required. If no reliable fair value can be determined, the investment is carried at cost less impairment in accordance with FRS 102 Section 11.
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.
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.
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Cash and cash equivalents
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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.
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.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Provisions for liabilities
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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.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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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.
d) Valuation of investments
The fair value of investments in subsidiaries is based on the most recent arm’s-length equity transaction involving independent third-party investors. Judgement is required in determining whether such transactions represent fair value at the reporting date and whether alternative valuation inputs are needed where no recent transaction exists. Fair-value measurements are subject to estimation uncertainty due to the reliance on market pricing and the availability of observable data.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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An analysis of turnover by class of business is as follows:
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For the period from 23 August 2022 to 31 December
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Sales from customer treatments
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Gamete bank sales to clinics and third party banks
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Analysis of turnover by country of destination:
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For the period from 23 August 2022 to 31 December
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For the period from 23 August 2022 to 31 December
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Service and Facilities Income
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Government grants receivable
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The operating profit is stated after charging:
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For the period from 23 August 2022 to 31 December
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Depreciation of tangible fixed assets
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Amortisation of intangible assets, including goodwill
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Defined contribution pension cost
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A government grant of €1,201 (2023: €19,878) was received to support the hiring of first-time eligible employees to the group’s clinics.
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For the period from 23 August 2022 to 31 December
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Employees and director's remuneration
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Staff costs were as follows:
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Cost of defined contribution pension scheme
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Aggregate directors’ remuneration was £nil, because none of the parent company’s directors received remuneration from the company or any group companies.
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The average monthly number of employees, including the directors, during the period was as follows:
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23 August 2022 to 31 December
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Other interest receivable
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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23 August 2022 to 31 December
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23 August 2022 to 31 December
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Current tax on profits for the year
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Origination and reversal of timing differences
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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Factors affecting tax charge for the period
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The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
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23 August 2022 to 31 December
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
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Non-tax deductible amortisation of goodwill and impairment
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Utilisation of tax losses
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Lower rate of tax on overseas earnings
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Other timing differences leading to decrease in taxation
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Expenses not deductible for tax purposes
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Total tax charge for the year/period
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Foreign exchange movement
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Foreign exchange movement
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Intangible assets (continued)
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Freehold Land and buildings
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Transfers between classes
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The net book value of land and buildings may be further analysed as follows:
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Freehold land and buildings
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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Other fixed asset investments
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Investments in subsidiary companies
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The investment in subsidiaries was revalued at 31 December 2024 in connection with a new capital raise. The valuation reflects the most recent assessment determined by independent investors as part of that transaction.
The revaluation of €6,104,314 was recognised in the profit and loss of the company.
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The following were subsidiary undertakings of the Company:
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Avenida da Boavista
No. 1243, 5th Floor
parish Lordelo do Ouro and Massarelos
Porto
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Alexandriagade 8 2150 Nordhavn Denmark
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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
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Ferticentro - Centro de Estudos de Fertilidade, LDA
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Rua Padre Estevao Cabral - 72
3000-316 Coimbra
Portugal
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AVA - Clinic, Cuidados Médicos, LDA
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Avenida António Augusto de Aguiar
no. 5, R/C
1050-010 Lisboa
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Maigaard Fertilitetsklinik A/S
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Jens Baggesens Vej 88H
8200 Aarhus N
Denmark
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ARAGRC FinCo Single Member S.A.
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Leoforos Alexandras 116A, Athens, 11471, Greece
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ARAGRC Single Member S.A.
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Leoforos Alexandras 116A, Athens, 11471, Greece
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)
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ARAPRT LDA
In 2023:
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 €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.
In 2024:
No changes.
Ferticentro LDA
In 2023:
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.
In 2024:
No changes.
Procriar LDA
In 2023:
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 €667,890, resulting in ARAPRT LDA owning 57.10% of Procriar LDA.
In 2024:
There were no changes in 2024.
AVA Clinic
In 2023:
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ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)
|
|
ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)
|
|
The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Procriar - Centro de Obstetrícia e Medicina da Reprodução do Porto, LDA
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Ferticentro - Centro de Estudos de Fertilidade, LDA
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AVA - Clinic, Cuidados Médicos, LDA
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Maigaard Fertilitestklinik A/S
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ARAGRC FinCo Single Member S.A.
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ARAGRC Single Member S.A.
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Materials and consumables
|
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Stocks to be used for treatments
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
|
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|
ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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|
|
Amounts owed by group undertakings
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Prepayments and accrued income
|
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Payments received on account
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Amounts owed to group undertakings
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Other taxation and social security
|
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Accruals and deferred income
|
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Bank overdraft
In the prior year the group's subsidiary Maigaard Fertilitestklinik had 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 YEAR ENDED 31 DECEMBER 2024
|
|
Creditors: Amounts falling due after more than one year
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Included within creditors are liabilities secured by charges over the shares of group undertakings. A fixed charge and negative pledge were granted on 16 December 2024 in favour of Attica Bank S.A.
|
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|
|
Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
|
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|
ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
20.Loans (continued)
|
|
The Group’s subsidiaries, Ferticentro Lda, Procriar Lda, Maigaard Fertilitetsklinik A/S, and AVA – Clínica de Cuidados Médicos Lda, have entered into various loan and finance lease agreements with financial institutions to fund operational investments, including scientific and medical equipment such as embryoscopes, pneumatic microinjectors, Narishighe systems, and vehicles used for business purposes.
Ferticentro Lda
At 31 December 2024, Ferticentro Lda had total borrowings of €1,704,566 (2023: €2,012,166), comprising bank loans of €1,676,541 and finance lease liabilities of €28,025.
The principal loan with Novo Banco S.A. relates to work installations, with an outstanding balance of €1,522,743 at year-end. The loan bears interest at EUR 3-month EURIBOR + 0.95%, is repayable quarterly, and matures in December 2033. It is secured by a mortgage over the company’s head office property at Avenida Fernão de Magalhães, acquired in 2020, and supported by shareholder guarantees.
Additional treasury management loans are held with Novo Banco and Bankinter, with combined outstanding balances of €153,798, bearing interest at rates ranging from EUR 1-month EURIBOR + 0.95% to EUR 12-month EURIBOR + 1.5%, repayable monthly, and guaranteed by shareholders.
Ferticentro also maintains several finance leases relating to medical equipment, including a Narishighe system (€3,283) and an Embryoscope (€21,336) financed by Novo Banco, and a medical equipment lease (€3,406) with Bankinter. Lease interest rates range from EUR 1-month EURIBOR + 1% to EUR 12-month EURIBOR + 1.5%, with maturities between 2025 and 2026.
Procriar Lda
At 31 December 2024, Procriar LDA had total borrowings of €626,781 (2023: €825,715), comprising bank loans of €583,791 and finance lease liabilities of €42,990.
The principal facility with Novo Banco S.A., used for work installations, has an outstanding balance of €401,734. It bears interest at EUR 12-month EURIBOR + 2.25%, is repayable quarterly, and matures in December 2027. The loan is guaranteed by shareholders.
Procriar also holds treasury management facilities with Novo Banco and Bankinter, with outstanding balances of €60,263 and €21,795 respectively, as well as a revolving credit line of €100,000 with Bankinter. These facilities bear interest at rates ranging from EUR 1-month EURIBOR + 1.5% to EUR 12-month EURIBOR + 2.0%, are repayable monthly, and are supported by shareholder guarantees.
AVA – Clínica de Cuidados Médicos Lda
In July 2024, AVA entered into a finance lease agreement with a total value of €56,504. At 31 December 2024, the outstanding balance was €53,290. The lease bears interest at 6.5% per annum, accrued monthly, and is repayable in monthly instalments of €782.79. The finance lease matures in July 2028.
Maigaard Fertilitetsklinik A/S
In June 2024, Maigaard Fertilitetsklinik entered into a loan agreement with Nykredit Bank A/S for DKK 8,200,000 (€1,098,799). The loan bears interest at 3-month CIBOR + margin (currently 7.203% per annum), compounded quarterly, and is repayable in monthly instalments of DKK 170,000 (€22,780). The loan matures in March 2029.
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|
|
ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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|
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|
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|
|
Charged to profit or loss
|
|
|
Arising on business combinations from the prior year
|
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|
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|
|
Accelerated capital allowances
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
Allotted, called up and fully paid
|
|
|
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|
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|
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|
|
1,911,637 (2023 - 1,286,663) Class A shares of €0.01 each
|
|
|
|
|
|
613,336 (2023 - 613,336) Class B shares of €0.01 each
|
|
|
|
|
|
100,000 (2023 - 100,000) Class C shares of €0.01 each
|
|
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|
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100 (2023 - 100) Class D shares of €0.01 each
|
|
|
|
|
|
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|
|
|
During the year, the company issued 624,937 Class A ordinary shares of €0.01 each for €6,249, with a share premium of €12,379,619 arising on the issuance of shares at €12,385,868.
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.
|
|
ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
At the beginning of the financial year, the company had in issue:
- 1,286,663 Class A ordinary shares of €0.01 each, amounting to €12,866.63,
- 613,336 Class B ordinary shares of €0.01 each, amounting to €6,133.36,
- 100,000 Class C ordinary shares of €0.01 each, amounting to €1,000, and
- 100 Class D ordinary shares of €0.01 each, amounting to €1.
These shares had been issued at a premium, with total share premium standing at €15,277,474 as at 1 January 2024.
During the year, the company issued a further 624,937 Class A ordinary shares of €0.01 each for total consideration of €12,385,869. The nominal value of the shares issued was €6,249, with the balance of €12,379,619 recognised as share premium.
At the reporting date, the total issued share capital amounted to €26,250 and the total share premium amounted to €27,656,094. Accordingly, the total value of shares issued (including nominal value and premium) as at 31 December 2024 was €27,683,344.
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.
|
|
ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
In the prior year, the Group’s subsidiary, Maigaard Fertilitetsklinik, held an overdraft facility with Spar Nord A/S up to a limit of DKK 16,000,000 (€2,147,651). The facility accrued interest at a rate of Euribor 12M + 2.25%, and as at the prior year balance sheet date, an amount of €785,990 (DKK 5,855,111) was outstanding.
Upon review of the terms in the current year, it was identified that Maigaard Fertilitetsklinik has an enforceable right to defer settlement of the overdraft for at least 12 months after the reporting date. Consequently, the overdraft should have been classified as a long-term liability rather than short-term in the prior year.
Accordingly, this has been treated as a prior period error under FRS 102 Section 10 Accounting Policies, Estimates and Errors. The error has been corrected by reclassifying the amount from Creditors: amounts falling due within one year to Creditors: amounts falling due after more than one year. The correction has no impact on total liabilities, net assets, profit for the year, or retained earnings, but affects the presentation of current and non-current liabilities.
The adjustments to the comparative figures are as follows:
Description Previously Stated Adjustment Restated
Creditors: amounts falling due 4,423,698 (785,990) 3,637,708
within one year
Creditors: amounts falling due 2,320,591 785,990 3,106,581
after more than one year
Net current assets 3,797,087 785,990 4,583,077
This reclassification corrects a misstatement of the timing of liability settlement and provides a more accurate representation of the Group’s financial position. The error had no effect on prior-year profit or the opening retained earnings balance.
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 €276,037 (2023: €192,491). Contributions totalling €9,488 (€2023: 2,976) were payable to the fund at the balance sheet date.
|
|
Commitments under operating leases
|
|
|
At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
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Later than 1 year and not later than 5 years
|
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|
|
|
|
|
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|
|
|
ASSISTED REPRODUCTION ALLIANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
27.Other financial commitments
During the period the group has entered into a bank guarantee of €299,923 (2023: €299,923) for the lease agreements.
|
|
Post balance sheet events
|
In January 2025, ARAGRC Single Member S.A., a wholly owned subsidiary of the company, completed the acquisition of a 70% equity interest in NewLife – Center of Reproductive Medicine S.A., a leading fertility clinic based in Greece. The total consideration for the transaction was €12,029,068, settled in cash. Subsequently, the minority shareholders of NewLife rolled over their shares into ARAGRC, resulting in ARA GRC holding 100% of NewLife and ARA GRC FinCo maintaining a 70% ownership interest in ARAGRC. The investment supports the Group’s strategic expansion across Southern Europe and provides a platform for further growth.
Subsequent to the year end, in July 2025, the Group, through its newly incorporated Spanish subsidiary Assisted Reproduction Alliance ESP, completed the acquisition of Centro de Reproducción Asistida Clínica Sagrada Familia, S.L. (“CRA”). The Group acquired 79.65% of the shares for a cash consideration of €12,071,648.23 and, in parallel, acquired the remaining 20.35% of the shares (including 13.55% purchased under a separate minority transfer deed for €2,055,606.19). Following completion of these transactions, the Group obtained 100% ownership of CRA.
In addition, on 1 July 2025, the Group completed the acquisition of 80% of the share capital of Ginegorama S.L. for a total cash consideration of €3,198,533.88. The investment supports the Group’s strategic expansion into Spain, Europe’s largest IVF market, further reinforcing ARA’s strategic positioning, scientific capabilities and widening its addressable market.
On 21 January 2025, a supplemental agreement was entered into with Attica Bank S.A. to reflect a share capital increase and extend the existing charge over additional shares. On 30 July 2025, a new charge was created in favour of Banco Santander S.A.
These events are considered non-adjusting under FRS 102 Section 32, as it occurred after the reporting date. The initial accounting for the acquisitions have not yet been finalised.
The ultimate controlling party of the group is Yasmine Abou Adal.
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|
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