Access Fertility Bidco Limited - Limited company accounts 25.1

REGISTERED NUMBER: 12152114 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024

for

Access Fertility Bidco Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

R N Quijano

A C Miller

REGISTERED OFFICE:

Carlton House

High Street

Higham Ferrers

Northamptonshire

NN10 8BW

REGISTERED NUMBER:

12152114 (England and Wales)

AUDITORS:

Willsons (Higham Ferrers) Ltd

Chartered Accountants

Statutory Auditors

Carlton House

High Street

Higham Ferrers

Northamptonshire

NN10 8BW

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

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. Incorporated 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 profit after interest and tax and the return on its investment.

The company loss after interest and tax for the period was £3,007,027 (2023 - £2,875,337). Please refer to the income statement for results.

The company continues to be in a net current liability and also a net liability position.

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.

PRINCIPAL RISKS AND UNCERTAINTIES

The company has loan agreements and covenant requirements with lenders. A principal risk is the company not receiving sufficient dividends from the underlying trading group in order to make interest payments to the lender. Therefore, the 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 company has exposure to liquidity and cash flow risks due to the demands placed on it to meet interest repayments. Increase in the rates of applicable interest could therefore adversely impact the cash flows of the group.

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 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:

A C Miller - Director

18 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

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.

R N Quijano

A C Miller

GOING CONCERN

The company'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 or company 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 company 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 company 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.

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 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company'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:

A C Miller - Director

18 December 2025

Opinion

We have audited the financial statements of Access Fertility Bidco Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2024 and of its 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 company 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 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 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 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 company or to cease operations, or have no realistic alternative but to do so.

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.

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.

Craig Baird FCA (Senior Statutory Auditor)

for and on behalf of Willsons (Higham Ferrers) Ltd

Chartered Accountants

Statutory Auditors

Carlton House

High Street

Higham Ferrers

Northamptonshire

NN10 8BW

19 December 2025

TURNOVER

-

Administrative expenses

145,352

121,094

OPERATING LOSS

4

(145,352

)

(121,094

)

Interest payable and similar expenses

5

2,861,675

2,754,243

LOSS BEFORE TAXATION

(3,007,027

)

(2,875,337

)

Tax on loss

6

-

LOSS FOR THE FINANCIAL YEAR

(3,007,027

)

(2,875,337

)

LOSS FOR THE YEAR

(3,007,027

)

(2,875,337

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(3,007,027

)

(2,875,337

)

FIXED ASSETS

Investments

7

15,763,294

CURRENT ASSETS

Debtors

8

2,078

26,391

Cash at bank

304

301

2,382

26,692

CREDITORS

Amounts falling due within one year

9

15,077,074

13,295,036

NET CURRENT LIABILITIES

(15,074,692

)

(13,268,344

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

688,602

2,494,950

CREDITORS

Amounts falling due after more than one year

10

19,109,165

17,908,486

NET LIABILITIES

(18,420,563

)

(15,413,536

)

CAPITAL AND RESERVES

Called up share capital

14

1

Retained earnings

15

(18,420,564

)

(15,413,537

)

SHAREHOLDERS' FUNDS

(18,420,563

)

(15,413,536

)

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

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 January 2023

1

(12,538,200

)

(12,538,199

)

Changes in equity

Total comprehensive income

-

(2,875,337

)

(2,875,337

)

Balance at 31 December 2023

1

(15,413,537

)

(15,413,536

)

Changes in equity

Total comprehensive income

-

(3,007,027

)

(3,007,027

)

Balance at 31 December 2024

1

(18,420,564

)

(18,420,563

)

1.	STATUTORY INFORMATION

Access Fertility Bidco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Access Fertility Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Access Fertility Topco Limited, Carlton House, High Street, Higham Ferrers, Nothamptonshire NN10 8BW.

Related party exemption

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.

Critical accounting judgements and 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