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Registered number: 13913836 Gaia Finance I Limited Director's report and financial statements For the year ended 31 December 2024
Gaia Finance I Limited Company Information
Director | N AlSalim
Registered number | 13913836
Registered office | Henry Wood House
| 4-5 Langham Place
| London
| W1B 3DG
Independent auditor | Arnold Hill & Co LLP
| 6th Floor
| Capital Tower
| 91 Waterloo Road
| London
| SE1 8RT
Accountants | Kreston Reeves LLP
| 2nd Floor
| 168 Shoreditch High Street
| London
| E1 6RA
Gaia Finance I Limited Contents
| Page
Director's report | 1 - 2
Independent auditor's report | 3 - 6
Statement of comprehensive income | 7
Balance sheet | 8
Notes to the financial statements | 9 - 13
Gaia Finance I Limited Director's report For the year ended 31 December 2024 The director presents his report and the financial statements for the year ended 31 December 2024.
Director
The director who served during the year was:
N AlSalim
Principal activity
The principal activity of the company is to manage debt funding within the group.
Director's responsibilities statement
The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments 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 director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
Disclosure of information to auditor
The director at the time when this Director's report is approved has confirmed that: ∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditor
The auditor, Arnold Hill & Co LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 1
Gaia Finance I Limited Director's report (continued) For the year ended 31 December 2024
Small companies note
In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
N AlSalim Director
Date: 28 April 2026
Page 2
Gaia Finance I Limited Independent auditor's report to the members of Gaia Finance I Limited
Opinion
We have audited the financial statements of Gaia Finance I Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet and the related notes, 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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 director 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 director is 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. Page 3
Gaia Finance I Limited Independent auditor's report to the members of Gaia Finance I Limited (continued)
Opinion 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Director's report has 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 Director's report. We have nothing to report in respect of the following matters in relation to which 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 director's remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit; or ∙the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's report and from the requirement to prepare a Strategic report.
Responsibilities of directors
As explained more fully in the Director's responsibilities statement set out on page 1, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 4
Gaia Finance I Limited Independent auditor's report to the members of Gaia Finance I Limited (continued)
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. 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. Extent to which the audit was considered capable of detecting irregularities, including fraud The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control. ∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. ∙Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. ∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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 Auditor. Page 5
Gaia Finance I Limited Independent auditor's report to the members of Gaia Finance I Limited (continued)
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. Stephanie Evans (Senior statutory auditor) for and on behalf of Arnold Hill & Co LLP 6th Floor Capital Tower 91 Waterloo Road London SE1 8RT 30 April 2026 Page 6
Gaia Finance I Limited Statement of comprehensive income For the year ended 31 December 2024
| 2024 | 2023
| £ | £
Turnover |  | - | -
Gross profit |  | - | -
Administrative expenses |  | (25,220) | (10,431)
Operating loss |  | (25,220) | (10,431)
Interest receivable and similar income |  | 13,886 | -
Interest payable and similar expenses |  | (257,203) | (17,360)
Loss before tax |  | (268,537) | (27,791)
Tax on loss |  | - | (880)
Loss for the financial year |  | (268,537) | (28,671)
The notes on pages 9 to 13 form part of these financial statements.
Page 7
Gaia Finance I Limited Registered number: 13913836 Balance sheet As at 31 December 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 1,703,029 |  | 103,954 |
Bank and cash balances |  | 39,070 |  | 66,125 |
|  | 1,742,099 |  | 170,079 |
Creditors: amounts falling due within one year | 7 | (542,957) |  | (85,928) |
Net current assets |  |  | 1,199,142 |  | 84,151
Total assets less current liabilities |  |  | 1,199,142 |  | 84,151
Creditors: amounts falling due after more than one year | 8 |  | (1,500,000) |  | (116,472)
Net liabilities |  |  | (300,858) |  | (32,321)
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 100 |  | 100
Profit and loss account | 11 |  | (300,958) |  | (32,421)
|  |  | (300,858) |  | (32,321)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 April 2026.
N AlSalim
Director
The notes on pages 9 to 13 form part of these financial statements. Page 8
Gaia Finance I Limited Notes to the financial statements For the year ended 31 December 2024
1. | General information
The company is a private company limited by share capital, incorporated in England & Wales. The address of its registered office is: Henry Wood House 4-5 Langham Place London W1B 3DG 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Going concern
At the year end the company had net liabilities of £300,858 (2023: £32,321) and it was therefore necessary to consider the appropriateness of preparing the accounts on the going concern basis. The company is part of a group and the directors of its parent company, Gaia Fertility Limited have confirmed their ongoing support of the company to enable it to meet its financial obligations as they fall due. The parent company has agreed to raise further capital through an offering to shareholders to assist the group with working capital for the next 12 months. It was therefore considered appropriate to prepare the accounts on the going concern basis.
| 2.3 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.4 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.5 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
| 2.6 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 9
Gaia Finance I Limited Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.7 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.8 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.9 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
No significant judgments have had to be made by management in preparing these financial statements. Page 10
Gaia Finance I Limited Notes to the financial statements For the year ended 31 December 2024
4. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 8,500 | 7,500
5. | Employees
| The average monthly number of employees, including directors, during the year was 1 (2023 - 1).
6. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 1,703,029 | -
| Other debtors | - | 103,954
|  | 1,703,029 | 103,954
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other loans | 500,000 | -
| Amounts owed to group undertakings | - | 75,178
| Other creditors | 9,659 | -
| Accruals | 33,298 | 10,750
|  | 542,957 | 85,928
8. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other loans | 1,500,000 | 116,472
|  | 1,500,000 | 116,472
Page 11
Gaia Finance I Limited Notes to the financial statements For the year ended 31 December 2024
9. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Other loans | 500,000 | -
|  | 500,000 | -
| Amounts falling due 1-2 years |  |
| Other loans | 666,667 | -
|  | 666,667 | -
| Amounts falling due 2-5 years |  |
| Other loans | 833,333 | 116,472
|  | 833,333 | 116,472
|  | 2,000,000 | 116,472
| The company has a loan with Avcap Luxembourg Asset Holding I S.a.r.l.,a shareholder of Gaia Fertility Limited, which has a floating and fixed charge on the assets of the parent company, Gaia Fertility Limited. The principal drawn at the year end is £2,000,000 (2023: £116,472) and becomes repayable from April 2025 over a 36 month period.
10. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2023 - 100) shares of £1.00 each | 100 | 100
11. | Reserves
Profit and loss account The reserve records the accumulated earnings and losses of the Company.
12. | Related party transactions
| During the year the company received amounts totalling £6,219,487 (2023: £244,684) from Gaia Fertility Limited and repaid amounts £7,997,694 (2023: £77,417) to Gaia Fertility Limited. At the reporting date, the company was owed £1,703,029 (2023: owed £75,178).
Page 12
Gaia Finance I Limited Notes to the financial statements For the year ended 31 December 2024
13. | Controlling party
The ultimate controlling party is the parent company, Gaia Fertility Limited, registered in England and Wales. The company’s registered address is Henry Wood House, 4-5 Langham Place, London, W1B 3DG where the consolidated financial statements are publicly available. The registered number is 12009812.
Page 13