| REGISTERED NUMBER: 12151939 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Audited Consolidated Financial Statements for the Year Ended 31 December 2024 |
| for |
| Access Fertility Topco Limited |
| REGISTERED NUMBER: 12151939 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Audited Consolidated Financial Statements for the Year Ended 31 December 2024 |
| for |
| Access Fertility Topco Limited |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Income Statement | 10 |
| Consolidated Other Comprehensive Income | 11 |
| Consolidated Balance Sheet | 12 |
| Company Balance Sheet | 13 |
| Consolidated Statement of Changes in Equity | 14 |
| Company Statement of Changes in Equity | 15 |
| Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Financial Statements | 18 |
| Access Fertility Topco Limited |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| BUSINESS ADDRESS: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| Statutory Auditors |
| Carlton House |
| High Street |
| Higham Ferrers |
| Northamptonshire |
| NN10 8BW |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Group Strategic Report |
| for the Year Ended 31 December 2024 |
| The directors present their strategic report of the company and the group for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The company is the ultimate holding company of Access Fertility Bidco Limited. Access Fertility Bidco Limited started on 17 October 2019 by acquiring Access Fertility Limited, Access Fertility Building Limited, Access Fertility International Limited and Access Fertility Ireland Limited. Three new companies, Access Fertility Poland Limited, Access Fertility Greece Limited and Access Fertility Spain Limited, have subsequently been added to the group under Access Fertility International Limited. A newly incorporated company Access Fertility Espana SL was formed under Access Fertility Bidco Limited. |
| The Redia Group was acquired in 2023 also under Access Fertility Bidco Limited. |
| The company's Key Performance Indicators ('KPI's') were the return on its investment. |
| The group loss after interest and tax for the period was £4,336,546 (2023 - £4,556,970). |
| The group it heads continues to be in a net current liability and a net liability position after impairment of the investment and goodwill last year. |
| The group has undertaken significant long and medium-term investments to try to gain entry into new geographic markets, improving the delivery of services, and the launch of new products. However this level of investment has resulted in forecast short term losses in the main trading subsidiary and also a significant investment of working capital. This trading loss further reduces the ability of the group to reduce the debt burden and therefore increases long term interest and reliance on the support of the senior lender. |
| The group has taken the decision to reduce some of the trading costs focussed on new geographic markets to improve its core trading results. |
| The group still has a positive bank balance and the underlying group trading business is forecast to return to profitability and through the continued support of the senior lender, stronger clinic partnerships and improvement to patient programme offerings, the patient enrolments continue to grow year on year enabling the core trading results to continue to improve. Further, following the new financing agreement which converts significant debt to equity and substantially reduces the overall debt burden, the senior lender has agreed that interest charges on the remaining facilities will not be called in for payment for at least 12 months, (this is further discussed in the going concern section of this report). |
| The group made the decision last year end to sell the freehold office building as these were not being utilised and this sale was completed in July 2024. |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Group Strategic Report |
| for the Year Ended 31 December 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The parent has entered into a intra group loan agreements with a group entity. The group entities have loan agreements with lenders. A principal risk is the sub group not receiving sufficient dividends from the underlying trading group in order to make interest payments to the lender and also for the recovery of the company's own intra group loan. Therefore, the groups and company's main concerns are attributable to the sound operation of the underlying trading group, ensuring that profit and cash flows are maintained to meet the terms of the lending agreements. |
| Therefore the group has exposure to liquidity and cash flow risks due to the demands placed on it to meet group interest repayments. Increase in the rates of applicable interest could therefore adversely impact the cash flows of the group and also the recovery of its intra-group loan assets. |
| As with any group there is a risk of general or specific adverse trading conditions, including the risk to the business that the market does not grow in line with our projections, competition and that economic growth is below expectations. |
| We aim to minimise those risks by continuing to improve our differentiated offerings via quality and value of service and innovation. The belief in the future is strong and strengthen by the success of our recent product launches. |
| The group and company regularly reviews its trading results and updates its forecast to ensure it has sufficient headroom within its secured facilities to accommodate reasonable fluctuations in results. |
| ON BEHALF OF THE BOARD: |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the year under review was that of the arrangement of fertility treatment. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| The total paid dividends for the year ended 31 December 2024 were £Nil (2023: £Nil). |
| The directors recommend that no final dividend be paid on these shares. |
| FUTURE DEVELOPMENTS |
| As a leading independent provider of IVF programmes, the Group works hard to maintain its position at the forefront of offering its patients the most appropriate programmes and the best chance of success. Teams within the Group continue to form strategic relationships with key suppliers. |
| See Going Concern note. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| GOING CONCERN |
| The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review and Principal Risks and Uncertainties in the Strategic Report. |
| Whilst the directors have instituted long term measures to grow patient enrolment numbers, the significant investments discussed in the Strategic Report reduced trading results and cash flows during 2024. |
| Post year-end, in early 2025, the group took positive action to reduce trading costs in order to improve its core trading results. |
| The directors also made the decision to sell a freehold property that was not being utilised since the pandemic to provide additional financial headroom during this time of investment and the sale of this property was completed in July 2024. |
| In addition, subsequent to the year-end, a new financing agreement was signed with Beechbrook Capital LLP (the controlling shareholder) which converts a significant level of debt to equity and greatly reduces the interest burden on the business. This agreement demonstrates Beechbrook's continued commitment to supporting the group's growth strategy. |
| The group has a significant positive bank balance, and the underlying trading business has continued to strengthen post year-end (fuelled by growth in enrolments). Through the continued support of the senior lender, strong clinic partnerships and improvement to patient programme offerings, the patient enrolment numbers continue to grow, enabling the core trading results to improve. |
| The directors, having assessed the responses of the senior lender to the directors enquiries relating to the covenants, the level of debt in the business, and the senior lenders ongoing support (which is based on their continuing positive expectation of a profitable future for the business), have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the group to continue as a going concern. |
| The group and trading company's forecasts and projections taking account of possible fluctuations in trading performance show that the group will be able to operate within the level of its current resources, notwithstanding the net liabilities. |
| On the basis of their assessment of the group's financial position, enquiries made of the senior lender and future financial plans, the company's directors expect that the group will be able to continue in operational existence for at least 12 months from the approval of these financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| DISCLOSURE IN THE STRATEGIC REPORT |
| The Review of Business and Principal Risks and Uncertainties have been disclosed in the strategic report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Willsons (Higham Ferrers) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Access Fertility Topco Limited |
| Opinion |
| We have audited the financial statements of Access Fertility Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year 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 opinion |
| 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 Auditors' 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 UK, including the FRC'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 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 and 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. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Access Fertility Topco Limited |
| Matters on which we are required to report by exception |
| 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, 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; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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. |
| Report of the Independent Auditors to the Members of |
| Access Fertility Topco Limited |
| Auditors' 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 a Report of the Auditors 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 financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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. |
| We obtained an understanding of the legal and regulatory framework that the Company operates in, and identified the key laws and regulations. |
| We considered the key laws and regulations that have a direct impact on the financial statements are the reporting framework, the relevant tax legislation and Companies Act 2006. |
| We also considered the laws and regulations that have an indirect impact on the financial statement where the consequences of non-compliance could have a material effect on amounts or disclosures due to the imposition of fines. |
| Audit procedure performed by the engagement team included: |
| - Enquiry of management, those charged with governance around actual and potential litigation and claims; |
| - Enquiry of management in compliance functions to identify any instances of non-compliance with laws and regulations; |
| - Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
| - Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
| 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 Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Access Fertility Topco Limited |
| 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 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 a Report of the Auditors 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 |
| Chartered Accountants |
| Statutory Auditors |
| Carlton House |
| High Street |
| Higham Ferrers |
| Northamptonshire |
| NN10 8BW |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Consolidated Income Statement |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 23,640,720 | 20,778,134 |
| Cost of sales | 19,438,652 | 17,418,714 |
| GROSS PROFIT | 4,202,068 | 3,359,420 |
| Administrative expenses | 5,811,866 | 5,246,368 |
| OPERATING LOSS | 5 | (1,609,798 | ) | (1,886,948 | ) |
| Profit/loss on sale of invest | 6 | 2 | - |
| (1,609,800 | ) | (1,886,948 | ) |
| Interest receivable and similar income | 144,349 | 148,473 |
| (1,465,451 | ) | (1,738,475 | ) |
| Amounts written off investments | 7 | (2 | ) | - |
| (1,465,449 | ) | (1,738,475 | ) |
| Interest payable and similar expenses | 8 | 2,866,372 | 2,755,830 |
| LOSS BEFORE TAXATION | (4,331,821 | ) | (4,494,305 | ) |
| Tax on loss | 9 | 4,725 | 62,665 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| Loss attributable to: |
| Owners of the parent | (4,336,546 | ) | (4,556,970 | ) |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Consolidated Other Comprehensive Income |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| LOSS FOR THE YEAR | (4,336,546 | ) | (4,556,970 | ) |
| OTHER COMPREHENSIVE INCOME |
| Currency translation differences | 25,201 | (2,014 | ) |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
25,201 |
(2,014 |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(4,311,345 |
) |
(4,558,984 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | (4,311,345 | ) | (4,558,984 | ) |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Consolidated Balance Sheet |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 | 12,063,568 | 12,875,282 |
| Tangible assets | 12 | 29,844 | 2,134,151 |
| Investments | 13 |
| Interest in associate | - | 2 |
| Other investments | 110,593 | - |
| 12,204,005 | 15,009,435 |
| CURRENT ASSETS |
| Debtors | 14 | 6,883,404 | 2,744,144 |
| Cash at bank | 3,981,351 | 6,109,578 |
| 10,864,755 | 8,853,722 |
| CREDITORS |
| Amounts falling due within one year | 15 | 19,039,025 | 16,744,935 |
| NET CURRENT LIABILITIES | (8,174,270 | ) | (7,891,213 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
4,029,735 |
7,118,222 |
| CREDITORS |
| Amounts falling due after more than one year | 16 | (19,119,426 | ) | (17,928,728 | ) |
| PROVISIONS FOR LIABILITIES | 20 | (1,019,999 | ) | (987,839 | ) |
| NET LIABILITIES | (16,109,690 | ) | (11,798,345 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 21 | 139,280 | 139,280 |
| Share premium | 22 | 6,711,264 | 6,711,264 |
| Retained earnings | 22 | (22,960,234 | ) | (18,648,889 | ) |
| SHAREHOLDERS' FUNDS | (16,109,690 | ) | (11,798,345 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 18 December 2025 and were signed on its behalf by: |
| A C Miller - Director |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Company Balance Sheet |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Debtors | 14 |
| CREDITORS |
| Amounts falling due within one year | 15 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Share premium | 22 |
| Retained earnings | 22 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| Company's loss for the financial year | (16,435 | ) | (104,514 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 | 139,161 | (14,089,905 | ) | 6,711,264 | (7,239,480 | ) |
| Changes in equity |
| Issue of share capital | 119 | - | - | 119 |
| Total comprehensive income | - | (4,558,984 | ) | - | (4,558,984 | ) |
| Balance at 31 December 2023 | 139,280 | (18,648,889 | ) | 6,711,264 | (11,798,345 | ) |
| Changes in equity |
| Total comprehensive income | - | (4,311,345 | ) | - | (4,311,345 | ) |
| Balance at 31 December 2024 | 139,280 | (22,960,234 | ) | 6,711,264 | (16,109,690 | ) |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2024 | ( |
) |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Consolidated Cash Flow Statement |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | (1,351,462 | ) | (1,955,318 | ) |
| Interest paid | (2,101,516 | ) | (1,989,492 | ) |
| Tax refunded / (paid) | (422,401 | ) | 393,716 |
| Net cash from operating activities | (3,875,379 | ) | (3,551,094 | ) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (14,932 | ) | (28,699 | ) |
| Sale of tangible fixed assets | 1,807,264 | - |
| Purchase of subsidiaries | (48,252 | ) | (70,292 | ) |
| Cash acquired on acquisition | - | 169,456 |
| Interest received | 124,287 | 148,473 |
| Net cash from investing activities | 1,868,367 | 218,938 |
| Cash flows from financing activities |
| Loan repayments in year | (21,815 | ) | (17,310 | ) |
| Loan provided to associate | (25,000 | ) | (85,593 | ) |
| Vendor loan repayment | (74,400 | ) | (150,000 | ) |
| Net cash from financing activities | (121,215 | ) | (252,903 | ) |
| Decrease in cash and cash equivalents | (2,128,227 | ) | (3,585,059 | ) |
| Cash and cash equivalents at beginning of year |
2 |
6,109,578 |
9,694,637 |
| Cash and cash equivalents at end of year | 2 | 3,981,351 | 6,109,578 |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Cash Flow Statement |
| for the Year Ended 31 December 2024 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Loss before taxation | (4,331,821 | ) | (4,494,305 | ) |
| Depreciation charges | 848,932 | 863,573 |
| Loss on disposal of fixed assets | 274,799 | - |
| Increase in loss reserves provision | 32,160 | 134,648 |
| Finance costs | 2,866,372 | 2,755,830 |
| Finance income | (144,349 | ) | (148,473 | ) |
| (453,907 | ) | (888,727 | ) |
| Increase in trade and other debtors | (3,799,417 | ) | (1,976,602 | ) |
| Increase in trade and other creditors | 2,901,862 | 910,011 |
| Cash generated from operations | (1,351,462 | ) | (1,955,318 | ) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 3,981,351 | 6,109,578 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 6,109,578 | 9,694,637 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 6,109,578 | (2,128,227 | ) | 3,981,351 |
| 6,109,578 | (2,128,227 | ) | 3,981,351 |
| Debt |
| Debts falling due within 1 year | (132,474 | ) | 31,614 | (100,860 | ) |
| Debts falling due after 1 year | (17,783,978 | ) | (686,232 | ) | (18,470,210 | ) |
| (17,916,452 | ) | (654,618 | ) | (18,571,070 | ) |
| Total | (11,806,874 | ) | (2,782,845 | ) | (14,589,719 | ) |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Access Fertility Topco Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The consolidated financial statements incorporate the financial statements of the company and its subsidiaries, Access Fertility Bidco Limited, Access Fertility Limited, Access Fertility Building Limited, Access Fertility International Limited, Access Fertility Ireland Limited, Access Fertility Poland Limited, Access Fertility Greece Limited, Access Fertility Spain Limited, Redia Limited, Redia IVF Limited, Redia FIV SL and Access Fertility Espana SL. |
| Your Fertility Ltd have been excluded as dormant. Redia Greece and Redia India entities have been excluded as both dormant and in the process of being liquidated. |
| All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is measured at the fair value of the consideration received. The policies adopted for the recognition of turnover are based on the various stages of a patient's treatment. |
| When the outcome of a transaction can be estimated reliably, turnover from the service provided to the patient is recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to the programmes types available; 'Multicycle' and 'Refund'. |
| The Multicycle programme allows the patient two cycles of treatment and income is recognised on each cycle at an appropriate percentage depending on the outcome of the treatment at each stage. |
| The Refund programme offices three cycles to patients and if unsuccessful at the end of the third cycle, a refund of the proportion of the programme fee is given. Income is recognised at an appropriate percentage depending on the outcome of the treatment at each stage. |
| Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable. |
| Programme refunds and partial withdrawals are netted off the associated programme turnover. |
| Buy now pay later patient credit has no stated interest rate and are receivable within one year, and are recorded in full, at the programme transaction price, in trade debtors, with the deferred turnover being recognised once the stage of completion has been reached as per the relevant programme policy above. |
| Goodwill |
| Goodwill, being the amount paid in connection with the acquisition of the business in Access Fertility Limited in 2019 and the acquisition of business in Redia Ltd Group in 2023, is being amortised evenly over its estimated useful life of twenty years. |
| Impairment |
| A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. |
| When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the assets and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Freehold property | - |
| Improvements to property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Office equipment | - |
| Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. |
| Investments in associates |
| Investments in subsidiaries are recognised at cost less impairment in the individual financial statements. |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Basic debt instruments such as loans are initially recognised at the transaction price including transaction costs. Subsequently, they are generally measured at amortised cost using the effective interest rate method, less impairment or an approximation of such a method. The effective interest method aims to allocate the interest over the life of an instrument at a constant rate, based on its carrying amount. |
| On market rate loans the financial liability is basically recognised initially at an amount equal to the principal payable at maturity. As such on variable rate loans there will be no need to re-estimate the future interest payments as this would normally have no significant effect on the carrying amount of the liability. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Translation of group companies |
| For the purpose of presenting consolidated financial statements, the assets and liabilities of the group's foreign operations are translated from their functional currency to Sterling (£) using the closing exchange rate. Income and expenses are translated using the average rate for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising on the translation of group companies are recognised in other comprehensive income and are not reclassified to profit or loss. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Debtors and creditors within one year |
| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. |
| Amounts paid to clinics at enrolment of patients before any treatment has commenced are treated as debtors, under Advance Payments. |
| Provisions |
| Provisions are recognised when the company has an obligation at the balance sheet date as a result of a past event, it is probable that an outflow of economic benefits will be required in settlement and the amount can be reliably estimated. |
| The pregnancy loss provision is recognised based on the present obligation calculated though statistical analysis of internal and external independent data. Where a pregnancy was not successful though to childbirth, the provision is utilised to meet the ongoing costs of the Access Fertility programme the patient had subscribed to up until becoming pregnant, including any refund element that arises. |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS & KEY SOURCES OF ESTIMATION UNCERTAINTY |
| Judgements made by the Directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed below. |
| The preparation of financial statements management are required to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based upon historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only the period or in the period of revision and future periods if the revision affects both current and future periods. |
| Management consider the following to be a significant accounting policy or a key source of estimation uncertainty for the preparation of the financial statements: |
| Going concern |
| The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review and Principal Risks and Uncertainties in the Strategic Report. |
| Whilst the directors have instituted long term measures to grow patient enrolment numbers, the significant investments discussed in the Strategic Report reduced trading results and cash flows during 2024. |
| Post year-end, in early 2025, the group took positive action to reduce trading costs in order to improve its core trading results. |
| The directors also made the decision to sell a freehold property that was not being utilised since the pandemic to provide additional financial headroom during this time of investment and the sale of this property was completed in July 2024. |
| In addition, subsequent to the year-end, a new financing agreement was signed with Beechbrook Capital LLP (the controlling shareholder) which converts a significant level of debt to equity and greatly reduces the interest burden on the business. This agreement demonstrates Beechbrook's continued commitment to supporting the group's growth strategy. |
| The group has a significant positive bank balance, and the underlying trading business has continued to strengthen post year-end (fuelled by growth in enrolments). Through the continued support of the senior lender, strong clinic partnerships and improvement to patient programme offerings, the patient enrolment numbers continue to grow, enabling the core trading results to improve. |
| The directors, having assessed the responses of the senior lender to the directors enquiries relating to the covenants, the level of debt in the business, and the senior lenders ongoing support (which is based on their continuing positive expectation of a profitable future for the business), have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the group to continue as a going concern. |
| The group and trading company's forecasts and projections taking account of possible fluctuations in trading performance show that the group will be able to operate within the level of its current resources, notwithstanding the net liabilities. |
| On the basis of their assessment of the group's financial position, enquiries made of the senior lender and future financial plans, the company's directors expect that the group will be able to continue in operational existence for at least 12 months from the approval of these financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
| Revenue recognition |
| The company receives all of its revenue in respect of patient programmes. The allocation of revenue between point of sales and subsequent periods is a key judgement estimate and critical accounting judgement. |
| The company accounting policy is to defer all income until; |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| On programmes with no refund element, on reporting of a positive patient treatment outcome all of programme revenue is recognised, but only 50% on reporting of a negative patient outcome. This negative % is based on the actual costs and probability that next outcome will be a positive. |
| On programmes with refund element, on reporting of a positive patient treatment outcome all of programme revenue is recognised, but only an amount of revenue up to the lower of the percentage of potential refund or costs incurred on a negative patient outcome. The amount is restricted to a no profit or loss result due to the potential refund nature of the programme. |
| At the year end, £16,896,609 (2023 - £15,914,418) was held in respect of income deferred. |
| The directors acknowledge that the calculation of deferred income is subjective due to the many potential patient outcomes across the clinics and consider the position taken to be the most appropriate apportionment of revenue over current and future periods. |
| Provisions |
| The company makes a provision for when a pregnancy was not successful though to childbirth, the provision is then utilised to meet any potential onerous ongoing costs of the programme. The key assumptions include the average cost of such treatment based on historical data and national miscarriage rates. |
| At the year end, £1,019,999 (2023 - £987,839) was held in the pregnancy loss provision. |
| The directors acknowledge that as with all estimation this contains a degree of estimation uncertainty that has a risk of causing a material adjustment to the carrying amounts of assets and liabilities but consider this method to be the most appropriate based on findings to date. |
| Allowances for impairment of trade debtors |
| The company estimates the allowance for doubtful trade debtors based on assessment of specific accounts where the company has objective evidence comprising default in payment terms or significant financial difficulty that certain patients are unable to meet their financial obligations. At the period end, provisions for doubtful debts amounted to £5,363 (2023: £NIL). |
| Goodwill impairment |
| The company recognised an impairment loss to goodwill of £10,075,798 in 2021. The group goodwill adjustment to the estimated recoverable amount was based on the higher value of the fair value of the cash-generating unit, the group's trading subsidiaries. |
| The directors consider that no further impairment is required this year as the main subsidiary's cash generating activity remains consistent, it is only the additional investment into new activities that has created the forecast short term losses. |
| The directors acknowledge that as with all estimation this contains a degree of estimation uncertainty that has a risk of causing a material adjustment to the carrying amounts of assets. |
| Recoverability of intra-group loan by individual parent company / loan impairment |
| The recoverability of the loan due from its subsidiary is subject to the adequate long term profitability of that business. As such there is a level of judgement around the full collectability of that loan and the significant impact on the net asset values of the individual parent company. The directors are satisfied on review that there is no impairment charge to recognise on the loan asset in the financial year. |
| At the year end, £6,846,119 (2023 - £6,846,119) was owed to the individual parent company. The intra-group balance is eliminated in full on consolidation. |
| 4. | EMPLOYEES AND DIRECTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries | 2,724,099 | 2,601,171 |
| Social security costs | 339,668 | 335,749 |
| Other pension costs | 215,659 | 132,701 |
| 3,279,426 | 3,069,621 |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| Management and finance | 8 | 11 |
| Operation and administration | 41 | 31 |
| The average number of employees by undertakings that were proportionately consolidated during the year was 49 (2023 - 42 ) . |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration | 402,979 | 462,175 |
| Directors' pension contributions to money purchase schemes | 54,595 | 18,932 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 | 1 |
| Information regarding the highest paid director is as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Emoluments etc | 297,340 | 355,794 |
| Pension contributions to money purchase schemes | 54,595 | 18,932 |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other operating leases | - | 401 |
| Depreciation - owned assets | 37,176 | 55,010 |
| Loss on disposal of fixed assets | 274,799 | - |
| Goodwill amortisation | 811,714 | 808,560 |
| Auditors' remuneration | 47,089 | 16,906 |
| Foreign exchange differences | 31,458 | (835 | ) |
| 6. | EXCEPTIONAL ITEMS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit/loss on sale of invest | (2 | ) | - |
| 7. | AMOUNTS WRITTEN OFF INVESTMENTS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts w/o invs | (2 | ) | - |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank loan interest | 1,044 | - |
| Other interest | 3,653 | 1,587 |
| Loan arrangement fees | 99,141 | 123,656 |
| Loan interest | 2,412,402 | 2,297,766 |
| Vendor loan interest | 350,132 | 332,821 |
| 2,866,372 | 2,755,830 |
| 9. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the year was as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax | 4,725 | - |
| Deferred tax | - | 62,665 |
| Tax on loss | 4,725 | 62,665 |
| UK corporation tax has been charged at 25 % (2023 - 25 %). |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Loss before tax | (4,331,821 | ) | (4,494,305 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
(1,082,955 |
) |
(1,123,576 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 111,133 | 40,515 |
| Income not taxable for tax purposes | (54,387 | ) | - |
| Depreciation in excess of capital allowances | 74,262 | 6,285 |
| Utilisation of tax losses | (63,727 | ) | - |
| Timing adjustment | 1,200 | 137 |
| Goodwill amortisation | 202,929 | 202,141 |
| Increase/(Decrease) in deferred tax | 4,725 | 62,665 |
| Tax asset not recognised | 811,545 | 874,498 |
| Total tax charge | 4,725 | 62,665 |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 9. | TAXATION - continued |
| Tax effects relating to effects of other comprehensive income |
| 31.12.24 |
| Gross | Tax | Net |
| £ | £ | £ |
| Currency translation differences | 25,201 | - | 25,201 |
| 31.12.23 |
| Gross | Tax | Net |
| £ | £ | £ |
| Currency translation differences | (2,014 | ) | - | (2,014 | ) |
| 10. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| The individual company's loss for the year was £16,435 (2023: loss £104,514). |
| 11. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 | 14,489,247 |
| AMORTISATION |
| At 1 January 2024 | 1,613,965 |
| Amortisation for year | 811,714 |
| At 31 December 2024 | 2,425,679 |
| NET BOOK VALUE |
| At 31 December 2024 | 12,063,568 |
| At 31 December 2023 | 12,875,282 |
| The initial goodwill in connection with the acquisition of the business in Access Fertility Limited in 2019 was £25,952,763.The value was reduced to £14,363,054 in 2021, after the amortisation charges for the period to 2021 and the impairment charged. |
| Additional goodwill addition in 2024 of £126,193 in connection with the acquisition of the business in Redia Ltd Group. |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 12. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements |
| Freehold | to | Plant and |
| property | property | machinery |
| £ | £ | £ |
| COST |
| At 1 January 2024 | 2,003,698 | 224,429 | 1,711 |
| Additions | - | - | - |
| Disposals | (2,003,698 | ) | (224,429 | ) | - |
| At 31 December 2024 | - | - | 1,711 |
| DEPRECIATION |
| At 1 January 2024 | 118,335 | 19,693 | 1,711 |
| Charge for year | 14,281 | 2,271 | - |
| Eliminated on disposal | (132,616 | ) | (21,964 | ) | - |
| At 31 December 2024 | - | - | 1,711 |
| NET BOOK VALUE |
| At 31 December 2024 | - | - | - |
| At 31 December 2023 | 1,885,363 | 204,736 | - |
| Fixtures |
| and | Office |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 | 14,743 | 89,744 | 2,334,325 |
| Additions | - | 14,932 | 14,932 |
| Disposals | (10,348 | ) | (12,213 | ) | (2,250,688 | ) |
| At 31 December 2024 | 4,395 | 92,463 | 98,569 |
| DEPRECIATION |
| At 1 January 2024 | 9,710 | 50,725 | 200,174 |
| Charge for year | 473 | 20,151 | 37,176 |
| Eliminated on disposal | (8,692 | ) | (5,353 | ) | (168,625 | ) |
| At 31 December 2024 | 1,491 | 65,523 | 68,725 |
| NET BOOK VALUE |
| At 31 December 2024 | 2,904 | 26,940 | 29,844 |
| At 31 December 2023 | 5,033 | 39,019 | 2,134,151 |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 13. | FIXED ASSET INVESTMENTS |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Shares in group undertakings | - | - |
| Participating interests | - | 2 |
| Loans to undertakings in which the company has a participating interest |
110,593 |
- |
| 110,593 | 2 |
| Additional information is as follows: |
| Group |
| Interest |
| in |
| associate |
| £ |
| COST |
| At 1 January 2024 | 2 |
| Disposals | (2 | ) |
| At 31 December 2024 | - |
| NET BOOK VALUE |
| At 31 December 2024 | - |
| At 31 December 2023 | 2 |
| Company |
| Shares in | Interest |
| group | in |
| undertakings | associate | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 | 2 | 3 |
| Disposals | ( |
) | (2 | ) |
| At 31 December 2024 | 1 |
| NET BOOK VALUE |
| At 31 December 2024 | 1 |
| At 31 December 2023 | 3 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: Carlton House, High Street, Higham Ferrers, Northants,NN10 8BW |
| Nature of business: |
| % |
| Class of shares: | holding |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 13. | FIXED ASSET INVESTMENTS - continued |
| Group |
| Loans to |
| associates |
| £ |
| New in year | 110,593 |
| At 31 December 2024 | 110,593 |
| Company |
| Loans to |
| associates |
| £ |
| New in year |
| At 31 December 2024 |
| 14. | DEBTORS |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 6,009,598 | 2,279,057 |
| Advance payments | 115,589 | 131,789 | - | - |
| Amounts owed by group undertakings | - | - |
| Other debtors | 17,324 | 7,800 |
| Tax | 504,981 | 79,545 |
| Clinic prepayments | 62,152 | 3,614 |
| Prepayments | 113,760 | 96,746 |
| 6,823,404 | 2,598,551 |
| Amounts falling due after more than one year: |
| Amounts owed by associates | - | 85,593 |
| Other debtor RFU | 60,000 | 60,000 | - | - |
| 60,000 | 145,593 |
| Aggregate amounts | 6,883,404 | 2,744,144 |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 17) | 10,268 | 21,684 |
| Other loans (see note 17) | 90,592 | 110,790 |
| Deferred income | 16,896,609 | 15,914,418 |
| Trade creditors | 42,862 | 30,894 |
| Amounts owed to group undertakings | - | - |
| Corporation Tax | - | 23,440 |
| Social security and other taxes | 112,957 | 206,940 |
| VAT | 13,056 | 21,450 | - | - |
| Company credit card | 8,042 | 8,816 |
| Pension fund | 22,542 | 14,295 | - | - |
| Other creditors | 166 | 22,980 | - | - |
| Unpaid share investments | 48,250 | 48,252 | - | 2 |
| GAYE | - | (2,632 | ) | - | - |
| Clinic accruals | 1,581,246 | 245,422 |
| Accrued expenses | 212,435 | 78,186 |
| 19,039,025 | 16,744,935 |
| 16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank loans (see note 17) | 10,261 | 20,242 |
| Other loans (see note 17) | 18,459,949 | 17,763,736 |
| Unpaid shares investments | 96,500 | 144,750 |
| Accrued Beechbrook interest | 552,716 | - |
| 19,119,426 | 17,928,728 |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 17. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank overdrafts | - | - |
| Bank loans | 10,268 | 21,684 |
| Vendor loans | 90,592 | 110,790 |
| 100,860 | 132,474 |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years | 10,261 | 9,890 |
| Vendor loans | 4,593,726 | 96,930 | - |
| Beechbrook loan | 13,866,223 | - | - | - |
| 18,470,210 | 106,820 |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years | - | 10,352 |
| Vendor loans | - | 4,211,656 |
| Beechbrook loans | - | 13,455,150 | - | - |
| - | 17,677,158 |
| 18. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Beechbrook loans | 13,866,223 | 13,455,150 |
| The loan is secured on fixed and floating charge on all the property or undertaking of the company. |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 19. | FINANCIAL INSTRUMENTS |
| There are two Beechbrook loan facilities. Facility A is for £9,000,000 and Facility B is for £2,300,000. The agreement was originally entered into on 17 October 2019, both loans were repayable five years after first utilised or 16 October 2024. The amendment and restatement deed were entered into on 22 March 2023 and the termination date is extended to 1 December 2026. |
| Before the amendment and restatement deed, Facility A's annual interest rate is variable by option. If the interest is part paid cash and part capitalised, the cash paid element is at 5% + LIBOR and the capitalised element is at 7%. If the interest is fully paid cash then the rate is 11.5% + LIBOR. After the amendment and restatement deed, the interest is fully paid cash and the rate is 11.5% + LIBOR. |
| Before the amendment and restatement deed, Facility B's annual interest rate is capitalised at a rate of 15% + LIBOR until redemption. After the amendment and restatement deed, the interest is part paid cash and part capitalised, the cash paid element is at 10% + LIBOR and the capitalised element is at 5%. |
| The total balance at the year-end including capitalised interest, but excluding arrangement fees was £13,866,223 (2023 - £13,550,691). The balance of the loan arrangement fees of £Nil (2023 - £95,541) are being released over five years from the 17 October 2019. |
| There is a new arrangement for the cash interest charged on both loan A and B from quarter to December 2024. Cash interest on loans due are not payable but accrued to carry forward until the termination of the loans. Total cash interest accrued of £552,716 at the year end. |
| Initial Vendor loan is £3,300,000 and annual interest is capitalised at a rate of 8% from the date of issue until redemption. Redemption is on the earlier of the refinancing of the Beechbrook loan or a change in control of the company. The Vendor loan's treatment has been based on the repayable date of the Beechbrook loan facilities. The total balance at the year-end including capitalised interest was £4,684,318 (2023 - £4,408,586). The amount owed to the director, included in the balance, is £90,592 (2023 - £155,136). It was agreed to repay the director £25,000 per quarter from September 2022. |
| 20. | PROVISIONS FOR LIABILITIES |
| Group |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other provisions | 1,019,999 | 987,839 |
| Aggregate amounts | 1,019,999 | 987,839 |
| Group |
| Pregnancylossprovision |
| £ |
| Balance at 1 January 2024 | 987,839 |
| Provided during year | 561,289 |
| Utilised during year | (529,129 | ) |
| Balance at 31 December 2024 | 1,019,999 |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Preferred Ordinary and |
| Ordinary | £0.10 | 139,160 | 139,160 |
| Ordinary | £0.00 | 1 | 119 | 119 |
| Preference | £0.10 | 1 | 1 |
| 139,280 | 139,280 |
| Preferred Ordinary and Ordinary shares at 10p each consist of the following allotted number of shares: |
| A Preferred Ordinary - 671,290 (have no voting and dividend distribution rights) |
| B Preferred Ordinary - 150,780 (have no voting and dividend distribution rights) |
| C Preferred Ordinary - 177,930 (have no voting and dividend distribution rights) |
| E Ordinary - 170,000 (have no voting and dividend distribution rights) |
| F Ordinary - 150,000 (have no voting rights) |
| G Ordinary - 10,000 (have no voting rights) |
| Deferred - 61,601 (have no voting rights) |
| Total - 1,391,601 |
| Ordinary shares at 0.1p each consist of the following allotted number of shares: |
| A Ordinary - 45,000 (have voting and dividend distribution rights) |
| B Ordinary - 35,000 (have 75% voting rights and dividend distribution rights) |
| C Ordinary - 20,000 (have voting and dividend distribution rights) |
| H Ordinary - 8,500 (have no voting and dividend distribution rights) |
| I Ordinary - 10,000 (have no voting rights) |
| Total - 118,500 |
| The preference shares have no voting rights. |
| 22. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 January 2024 | (18,648,889 | ) | 6,711,264 | (11,937,625 | ) |
| Deficit for the year | (4,336,546 | ) | (4,336,546 | ) |
| Currency translation balance | 25,201 | - | 25,201 |
| At 31 December 2024 | (22,960,234 | ) | 6,711,264 | (16,248,970 | ) |
| Access Fertility Topco Limited (Registered number: 12151939) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 22. | RESERVES - continued |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 January 2024 | ( |
) | 6,322,293 |
| Deficit for the year | ( |
) | ( |
) |
| At 31 December 2024 | ( |
) | 6,305,858 |
| 23. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Entities with control, joint control or significant influence over the entity |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amount due to related party | 13,866,223 | 13,455,150 |
| The related party is Beechbrook Private Debt III GP LP, a subsidiary of Beechbrook Capital LLP. |
| 24. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is Beechbrook Capital LLP. |
| Beechbrook Capital LLP became the ultimate controlling party since 22 March 2023, due to its majority voting rights. |