Company Registration No. 08003956 (England and Wales)
Create Health Holding Limited
Annual report and financial statements
for the year ended 31 December 2024
Create Health Holding Limited
Company information
Directors
Antonio Pellicer Martinez
Javier Sánchez Prieto Alcazar
Francisco Jiménez Sirvent
(Appointed 20 June 2024)
Ashneel Narayan
(Appointed 30 September 2024)
Daniel Annetts
(Appointed 30 June 2025)
Company number
08003956
Registered office
Dunstan House
Lower Ground
14a St Cross Street
London
EC1N 8XA
Business address
Dunstan House
Lower Ground
14a St Cross Street
London
EC1N 8XA
Independent auditor
Deloitte LLP
2 New Street Square
London
EC4A 3BZ
Create Health Holding Limited
Contents
Page
Strategic report
1
Directors' report
2 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 20
Create Health Holding Limited
Strategic report
For the year ended 31 December 2024
1

The Directors present the Strategic Report, Directors’ Report and the audited financial statements for the year ended 31 December 2024. The comparative period is for the 12 months to 31 December 2023. The report contains a fair view of the Company.

Summary

The Company is a holding company with two subsidiaries. The principal activity of the Company is that of an investment holding company. The Company engages in investment activities which are, by their nature, non-recurring events. The Company will continue to monitor each investment it holds together with any potential opportunities as they arise. The two subsidiaries are Create Health Limited, a UK subsidiary and Vitanova ApS, a Danish subsidiary. Both subsidiaries provide assisted reproductive services.

Results and Dividends

The results for the Company, set out in the statement of comprehensive income on page 9, show a result of £nil (2023: loss of £86,665).

As at the Balance Sheet date the Company had a net current liability position of £5,256,460 (2023: net current liability position of £5,256,460) and a net asset position of £2,278,280 (2023: net assets of £2,278,280). The company does not maintain a bank account and therefore has no cash or cash equivalents at the end of the current or prior year.

The Company recommended and declared no dividends during both years.

Key Performance Indicators

No Key Performance Indicators are considered relevant as this is a holding company.

Principal risks and uncertainties

The directors have taken a prudent approach in their consideration of the various risks attached to the financial statements of the Company.

The main risk relates to the potential impairment of the carrying value of the Company’s investments. The directors monitor the performance of investments on a regular basis and mitigate risks by maintaining sufficient cash balances in the Company’s investments.

The Company is part of a wider group owned by Inception Topco S.à.r.l., the ultimate parent company. Whilst never utilised, funding is available from a revolving credit facility held by other entities within the Inception Topco group, should it be required for future investments.

Post balance sheet events

No post balance sheet events identified.

Approved by the Board and signed on its behalf by:

Ashneel Narayan
Director
23 January 2026
Create Health Holding Limited
Directors' report
For the year ended 31 December 2024
2

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The Company is a holding company with two subsidiaries. Create Health Limited is a UK subsidiary and Vitanova ApS is a Danish subsidiary. Both subsidiaries provide assisted reproductive services.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Antonio Pellicer Martinez
Javier Sánchez Prieto Alcazar
Francisco Jiménez Sirvent
(Appointed 20 June 2024)
Ashneel Narayan
(Appointed 30 September 2024)
Marc Entrecanales Gonzales
(Resigned 20 June 2024)
David Andrew Simon Gilbert
(Resigned 20 June 2024)
Max Marsden
(Resigned 30 September 2024)
Geeta Nargund
(Resigned 30 June 2025)
Daniel Annetts
(Appointed 30 June 2025)
The Company did not provide qualifying third-party indemnity provisions to its directors during the year and up to the date of this report.
Dividends declared
The Company declared and paid no dividends during the year (2023: none).
Post balance sheet events
No post balance sheet events identified.
Financial risk management

Our financial risk management objectives are to ensure availability of sufficient working capital for the Company. This is achieved mainly by careful management of the cash balances of investments. Other than this, our use of financial instruments is not material for the assessment of the assets, liabilities, financial position and loss/profit of the Company.

Liquidity risk

The Company does not currently maintain its own bank account. The Company funds its intercompany balances and payments through its subsidiaries bank accounts. The Company is part of a wider group owned by Inception Topco S.à.r.l.. Whilst never utilised, funding is available from a revolving credit facility held by other entities within the Inception Topco group, should it be required for future investments.

Employees
The average number of persons employed by the Company and its subsidiaries is 348 (2023: 340).
Employee engagement
The Company recognises that employee engagement is key to achieving our long term goals and the company communicates with employees on a regular basis. A Managing Director (MD) webinar is held regularly throughout the year and all employees are invited to attend. This is an opportunity for the MD to communicate business updates and to invite questions from colleagues. This is supplemented with a periodic staff newsletter and occasional staff surveys. The director and senior management team also operate an open-door policy and encourage employees to contact them directly should they wish to. There is a strong commitment to promoting diversity and inclusion and that colleagues are valued and treated with dignity and respect. The company also provides employees access to a wellbeing platform which gives access to counselling and mental health services.
Create Health Holding Limited
Directors' report (continued)
For the year ended 31 December 2024
3
Policy for employees with a disability

If an employee has a disability, we will provide the required support and risk assessment to enable them to carry out their responsibilities. This covers everything from recruitment, training and development, promotion, transfers and working conditions to providing a safe and positive working environment. Whenever possible, we will make reasonable adjustments to a role, to our premises, facilities and practices to accommodate someone with a disability from the outset of their employment with us. The same applies if someone should unfortunately develop a disability, or their disability worsens, during employment with us. We will do our best in terms of making reasonable adjustments including changes to their work pattern, or by providing retraining or redeployment to a more suitable role.

It is company policy that the training, career development and promotion of disabled persons should, as much as possible, be the same as that of a person who is fortunate enough not to suffer from a disability.

Future developments

No future developments identified.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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.

Create Health Holding Limited
Directors' report (continued)
For the year ended 31 December 2024
4
Statement of disclosure to auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- So far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware: and

- The director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Auditor

During the year Deloitte LLP were appointed as the Company's auditor. Deloitte LLP have expressed their willingness to continue in office as auditors and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

Going concern

During the year ended 31 December 2024, the Company made a result of £nil (2023: loss of £86,665). As at the Balance Sheet date the Company had a net current liability position of £5,256,460 (2023: net current liability position of £5,256,460) and a net asset position of £2,278,280 (2023: £2,278,280). Cash at bank and in hand as at the Balance Sheet date totalled £nil (2023: £nil) as the Company does not maintain its own bank account.

The Company has no external debt. In determining whether it is appropriate to adopt the going concern basis for the foreseeable future, consideration needs to be given towards the Company’s investments performance during the period and in the future, as the Company’s funding comes from the settlement of intercompany balances due from its investments and dividends. The directors consider these investments to have performed satisfactorily and, having reviewed the forecasts for the investments, are expected to continue to do so in the future.

The Company, whilst not having cash balances of its own, its subsidiaries and parent companies maintain adequate cash reserves to fund the Company.

The financial statements disclose all matters of which we are aware that are relevant to the Company’s ability to continue as a going concern, including all significant conditions and events, mitigating factors and the Company’s plans. The Company has the intent and ability to take actions necessary to continue as a going concern. At the balance sheet date, the Company has £5,233,432 (2023: £5,267,108) intercompany payable to its subsidiary Create Health Limited, payable on demand. However, as Create Health Limited is the trading subsidiary of Create Health Holding Limited, there is no intention for this balance to be settled and the management and directors consider there to be no financial risk to the Company as a result of the intercompany balance. In addition, the company’s subsidiary, Create Health Limited has provided a letter to the Directors confirming that it will not seek repayment of the amounts due for a period of at least 18 months from the signing of these financial statements.

Other entities owned 100% within the Inception Topco S.à.r.l group, held a Revolving Credit Facility (‘RCF’) with a total limit of €239m as at 31 December 2024 of which none had been drawn down. This is held for future investments and to fund group company investments and cashflows where necessary.

Consequently, the directors are confident that the Company will have sufficient access to funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Streamlined Energy and Carbon Reporting (SECR)

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Create Health Holding Limited
Directors' report (continued)
For the year ended 31 December 2024
5
Approved by the Board and signed on its behalf by:
Ashneel Narayan
Director
23 January 2026
Create Health Holding Limited
Independent auditor's report
To the members of Create Health Holding Limited
6
Opinion

In our opinion the financial statements of Create Health Holding Limited (the 'company'):

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its result for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

- the statement of comprehensive income;

- the statement of financial position

- the statement of changes in equity; and

- the related notes 1 to 13

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).

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 auditor's 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 Financial Reporting Council’s (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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Create Health Holding Limited
Independent auditor's report
To the members of Create Health Holding Limited (continued)
7
Responsibilities of directors

As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation; and

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. This included General Data Protection Regulation (GDPR).

We discussed among the audit engagement team including relevant internal specialists such as IT regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

Create Health Holding Limited
Independent auditor's report
To the members of Create Health Holding Limited (continued)
8

In addition to the above, our procedures to respond to the risks identified included the following:

- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on work undertaken in the course of the audit:

- the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

23 January 2026
John Childs BSc FCA (Senior statutory auditor)
Date: ..................................
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
Create Health Holding Limited
Statement of comprehensive income
For the year ended 31 December 2024
9
2024
2023
£
£
Turnover
-
-
Administrative expenses
-
0
(86,665)
Result/(loss) before taxation
-
0
(86,665)
Tax on loss
-
0
-
0
Result/(loss) for the financial year
-
0
(86,665)

The income statement has been prepared on the basis that all operations are continuing operations.

The accompanying notes on pages 12 to 20 form an integral part of these financial statements.
Create Health Holding Limited
Statement of financial position
As at 31 December 2024
10
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
6
7,534,740
7,534,740
Current assets
Debtors
8
51,510
106,982
Creditors: amounts falling due within one year
9
(5,307,970)
(5,363,442)
Net current liabilities
(5,256,460)
(5,256,460)
Net assets
2,278,280
2,278,280
Capital and reserves
Called up share capital
10
54,745
54,745
Share premium account
810,885
810,885
Profit and loss reserves
1,412,650
1,412,650
Total equity
2,278,280
2,278,280
The financial statements were approved by the board of directors and authorised for issue on 23 January 2026 and are signed on its behalf by:
Ashneel Narayan
Director
Company Registration No. 08003956
Create Health Holding Limited
Statement of changes in equity
For the year ended 31 December 2024
11
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
54,745
810,885
1,499,315
2,364,945
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(86,665)
(86,665)
Balance at 31 December 2023
54,745
810,885
1,412,650
2,278,280
Year ended 31 December 2024:
Result and total comprehensive income
-
-
-
0
-
0
Balance at 31 December 2024
54,745
810,885
1,412,650
2,278,280
Create Health Holding Limited
Notes to the financial statements
For the year ended 31 December 2024
12
1
Accounting policies
Company information

Create Health Holding Limited is a private company limited by shares incorporated in England and Wales. The registered office is Dunstan House, Lower Ground, 14a St Cross Street, London, EC1N 8XA.

Statement of compliance
The separate financial statements of the Company have been prepared in compliance with United Kingdom Accounting Standards including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006.
The Company's immediate parent is IVI RMA Global, S.L.U. and the ultimate parent undertaking is Inception Topco S.à.r.l.. The Company is included in the consolidated financial statements of Inception TopCo S.à.r.l..
1.1
Accounting convention

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

These financial statements have been prepared on the going concern basis, under the historical cost convention and in accordance with the Companies Act 2006 and applicable United Kingdom Accounting Standards.

Exemptions for qualifying entities under FRS 102

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Exemption from consolidated financial statements

The company is exempt from the requirement to prepare consolidated financial statements by virtue of Section 401 of the Companies Act 2006. The company is included in the consolidated financial statements of Inception Topco S.à.r.l., whose registered office is 2 Rue Edward Steichen, L-2540 Luxembourg. The consolidated financial statements are publicly available from that address.

Create Health Holding Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
13
1.2
Going concern

During the year ended 31 December 2024, the Company made a result of £nil (2023: loss of £86,665). As at the Balance Sheet date the Company had a net current liability position of £5,256,460 (2023: net current liability position of £5,256,460) and a net asset position of £2,278,280 (2023: £2,278,280). Cash at bank and in hand as at the Balance Sheet date totalled £nil (2023: £nil) as the Company does not maintain its own bank account.

The Company has no external debt. In determining whether it is appropriate to adopt the going concern basis for the foreseeable future, consideration needs to be given towards the Company’s investments performance during the period and in the future, as the Company’s funding comes from the settlement of intercompany balances due from its investments and dividends. The directors consider these investments to have performed satisfactorily and, having reviewed the forecasts for the investments, are expected to continue to do so in the future.

The Company, whilst not having cash balances of its own, its subsidiaries and parent companies maintain adequate cash reserves to fund the Company.

The financial statements disclose all matters of which we are aware that are relevant to the Company’s ability to continue as a going concern, including all significant conditions and events, mitigating factors and the Company’s plans. The Company has the intent and ability to take actions necessary to continue as a going concern. At the balance sheet date, the Company has £5,233,432 (2023: £5,267,108) intercompany payable to its subsidiary Create Health Limited, payable on demand. However, as Create Health Limited is the trading subsidiary of Create Health Holding Limited, there is no intention for this balance to be settled and the management and directors consider there to be no financial risk to the Company as a result of the intercompany balance. In addition, the company’s subsidiary, Create Health Limited has provided a letter to the Directors confirming that it will not seek repayment of the amounts due for a period of at least 18 months from the signing of these financial statements.

Other entities owned 100% within the Inception Topco S.à.r.l group, held a Revolving Credit Facility (‘RCF’) with a total limit of €253.9m as at date of signing, of which none had been drawn down. This is held for future investments and to fund group company investments and cashflows where necessary.

Consequently, the directors are confident that the Company will have sufficient access to funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Create Health Holding Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
14
1.4
Financial instruments

The Company is taking exemption from the requirements Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 relating to financial‑instrument disclosures because the Company is a subsidiary whose results are included in the consolidated financial statements of its parent undertaking, which are publicly available.

Financial instruments are recognised in the company's statement of financial position when the company 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 debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

The Company does not currently have external debt and therefore the exposure to interest rate movements is restricted to the macro economic impact (see risk section in Directors' and Strategic reports).
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Create Health Holding Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
15
1.5
Impairment
Impairment of financial assets
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that aset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in the statement of comprehensive income. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the statement of comprehensive income.
Non-financial assets
The carrying amounts of the Company's non-financial assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit ('CGU') is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
For the purpose of impairment testing assets that cannot be tested individually are grouped together into the smallest groups of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds it estimated recoverable amount. Impairment losses are recognised in the statement of comprehensive income. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Create Health Holding Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
16
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Dividends
Dividends and other distributions to the Company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity.
Dividend income is recognised when the right to receive payment is established.
1.9
Share capital
Ordinary shares are classified as equity. When applicable, incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction from the proceeds. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities and is recorded at the proceeds recieved, net of direct issue costs, with an amount equal to the nominal amount of the shares issued included in the share capital account and the balance recorded in the share premium account.
Create Health Holding Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
17
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

In the opinion of the directors', there are no critical accounting judgements.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Recoverable amount of investments in subsidiaries

When there is an indicator of impairment the Company considers the carrying value of its investments in subsidiaries. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the investment. This requires estimation of future cash flows from the investment and also selection of appropriate discount rates and growth rates in order to calculate the net present value of those cash flows. The recoverable amount of the investment is a significant estimation uncertainty and determining this involves the use of significant assumptions. The key assumptions in the value in use calculation is the Weighted Average Cost of Capital ('WACC') and the growth rates applied. The WACC used was 9%, which is consistent with the WACC of the group, no reasonably possible increase in the WACC would result in an impairment of the carrying value.

3
Auditor's remuneration

During the year an audit fee of £100,630 (2023: £91,000), which includes the Company, was recognised by Create Health Limited, the Company's subsidiary. Non-audit fees of £nil were also recognised during the year (2023: £7,500). The comparatives for 2023 relate to the previous auditor.

4
Directors' remuneration

The Directors received no remuneration (2023: £nil) in respect of their services to the Company during the period as their services as directors of the Company were incidental to the services provided to other companies within the Create Health Group of companies ("CHHL Group").

The average monthly number of employees excluding directors in the company was nil (2023: nil).

Create Health Holding Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
18
5
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
-
0
(86,665)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
-
0
(20,384)
Tax effect of expenses that are not deductible in determining taxable profit
10,416
10,584
Movement in deferred tax not recognised
(10,416)
(616)
-
0
10,416
Taxation charge for the year
-
-
6
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
7
7,534,740
7,534,740
There were no movements in investments in subsidiaries during the year; accordingly, no reconciliation is presented.
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of shares held
% Held
Direct
Indirect
Create Health Limited
Lower Ground Floor, Dunstan House, 14a St Cross Street, London, United Kingdom, EC1N 8XA
Ordinary
100
-
Vitanova ApS
Vester Voldgade 106, 3 1552 Kobenhavn V Denmark
Ordinary
100
-
Create Health Holding Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
19
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
35,679
106,982
Other debtors
15,831
-
0
51,510
106,982

The amounts due from subsidiary undertakings are unsecured, interest free and payable on demand.

9
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
44,580
-
0
Amounts owed to group undertakings
5,263,390
5,363,442
5,307,970
5,363,442

At the balance sheet date, the Company has £5,233,432 (2023: £5,267,108) intercompany payable to its subsidiary Create Health Limited, payable on demand. However, as Create Health Limited is the trading subsidiary of the Company, there is no intention for this balance to be settled and the management and directors consider there to be no financial risk to the Company as a result of the intercompany balance. Furthermore, both Create Health Limited and the Company are part of the wider Inception Topco S.á.r.l. group.

Other entities owned 100% within the Inception Topco S.à.r.l group, held a Revolving Credit Facility (‘RCF’) with a total limit of €253.9m as at date of signing, of which none had been drawn down. This is held for future investments and to fund group company investments and cashflows where necessary.

10
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 0.1p each
43,796,425
43,796,425
43,796
43,796
B Ordinary shares of 0.1p each
9,578,705
9,578,705
9,579
9,579
C Ordinary shares of 0.1p each
1,370,401
1,370,401
1,370
1,370
54,745,531
54,745,531
54,745
54,745

The holders of all classes of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

11
Dividends

No dividends were paid or declared during both years.

Create Health Holding Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
20
12
Related party transactions

The company has taken advantage of the exemption in FRS 102 Section 33.1A from disclosing transactions with wholly owned group undertakings.

13
Ultimate parent company

Inception Topco S.á.r.l. is the company's ultimate parent company and is wholly owned by KKR Inception Aggregator LP, a Canadian-registered entity. The smallest and largest (and only) group of undertakings to include these financial statements in their consolidation is Inception Topco S.á.r.l. Copies of Inception Topco S.á.r.l.'s consolidated financial statements are available at its registered office located at 2 Rue Edward Steichen, L-2540 Luxembourg.

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