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Registered number: 12009812 Gaia Fertility Limited Annual report and financial statements For the year ended 31 December 2024
Gaia Fertility Limited Company Information
Director | N AlSalim
Registered number | 12009812
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 Fertility Limited Contents
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditor's report | 5 - 8
Consolidated statement of comprehensive income | 9
Consolidated balance sheet | 10
Company balance sheet | 11
Consolidated statement of changes in equity | 12
Company statement of changes in equity | 13
Consolidated statement of cash flows | 14
Notes to the financial statements | 15 - 31
Gaia Fertility Limited Group strategic report For the year ended 31 December 2024
Introduction
Gaia (the 'Group') is a pioneering group in the fertility care industry, offering outcome-based fertility care products to increase accessibility and affordability of treatments such as IVF. Founded in 2019 with the mission to make fertility care accessible to more people, Gaia has developed innovative financial products combining insurance and lending and is expanding its services across multiple geographies.
Business review
Gaia has successfully launched the world's first outcome-based fertility care product, focusing initially on IVF treatments. As of January 2025, the group operates across two key geographies: the UK and the US. In the UK, Gaia has achieved significant traction with 650+ members and 320+ babies born to date. In the US, we have significantly accelerated growth since our launch in summer 2024, selling $13.5 million of memberships within the wider group to 600+ members. In 2024, the group's business model revolved around three key revenue streams: 1.Protection Fee: Combination of insurance premiums and membership fees collected 2.Clinic Rebate: Discounts to the cash value of treatment costs tendered by our clinic partners 3.Interest Spread: Spread between the interest rates charged to our borrowers and the coupon we pay our creditors The company has raised ~£28 million to date, including a ~$14 million Series A-1 round led by Valar Ventures which closed in early 2025.
Principal risks and uncertainties
The main risks and uncertainties facing Gaia include: 1. Regulatory Challenges: Operating across finance, insurance, and healthcare sectors exposes Gaia to complex regulatory environments in multiple jurisdictions. 2. Long Sales and Completion Cycles: The extended nature of the IVF journey (averaging ~20 months) presents operational challenges and potential for member experience issues. 3. Market Adoption: As a novel product in a traditional industry, there may be challenges in gaining widespread acceptance and trust. 4. Data Privacy and Security: Handling sensitive healthcare data requires robust systems and processes to ensure compliance and maintain member trust. 5. Scaling Operations: Rapid expansion, particularly in the US market, may strain operational capabilities and require significant resources.
Financial key performance indicators
Key financial indicators for Gaia include: 1. Gross Booked Revenue (GBR): - Cumulative measure of the estimated lifetime gross revenue generated by signed members - As of 31 December 2024, cumulative GBR was £4.9M 2. Gross Core Revenue: - Sum of revenue recognized across protection fees, clinic rebates, and interest income - As of 31 December 2024, cumulative gross core revenue was £2.5M 3. Gross Margin: - Total revenue less cost of sales - Gross Margin earned in FY2024 was £55K 4. Customer Acquisition Cost (CAC): - Marketing costs spent to acquire a new signed member - Average CAC in FY2024 was ~£1,400 5. Loan Portfolio: - Size of loan portfolio outstanding - As of 31 December 2024, the outstanding loan portfolio was £5.6M Page 1
Gaia Fertility Limited Group strategic report (continued) For the year ended 31 December 2024
Other key performance indicators
Non-financial KPIs that Gaia tracks include: 1. New Signed Members: Gaia signed 311 new members in FY2024 2. Babies Born to Gaia Members: As of 31 December 2024, 143 babies had been born to Gaia members 3. Net Promoter Score (NPS): Gaia currently commands an NPS of 82 for its US business, indicating high member satisfaction 4. Geographic Expansion: Gaia currently operates in the UK and 29 US states
Going concern
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. The Group have committed to raise between $25m and $40m in order to have sufficient capital to continue through its development and growth. This report was approved by the board on 28 April 2026 and signed on its behalf.
N AlSalim Director
Page 2
Gaia Fertility Limited Directors' report For the year ended 31 December 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Principal activity
The principal activity of the Group is combining reproductive health data with financial technology to make IVF treatments more accessible, affordable and individual.
Results and dividends
The loss for the year, after taxation, amounted to £5,559,254 (2023 - loss £4,726,245).
Directors
The directors who served during the year were:
N AlSalim
L R Zegna (resigned 2 June 2025)
T Hougaard (resigned 2 June 2025)
E Riberg (appointed 23 December 2024, resigned 2 June 2025)
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group'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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Future developments
Gaia is actively expanding its product offerings and exploring new channels, including non-insurance protected treatment packages, support for other fertility services (such as egg freezing), and an employer benefit product. In addition to product expansion, Gaia is seeking further geographic expansion, with the goal of operating in all 50 US states through expanded partnerships with clinic providers and financial institutions. Page 3
Gaia Fertility Limited Directors' report (continued) For the year ended 31 December 2024
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director 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 and the Group's auditor is aware of that information.
Post balance sheet events
As of 9 April 2026, Gaia Fertility Limited will stop selling products in the UK. The Group will continue to manage the existing loan book until all the loans have been repaid or sold to a third party, which, given the loan terms, could take a number of years. On 21 February 2025 the Company completed an intercompany reorganisation pursuant to which Gaia Family Inc. (a Delaware corporation) acquired the entire issued share capital of Gaia Fertility Limited from Gaia Fertility Limited's shareholders by way of a share-for-share exchange.
Auditor
The auditor, Arnold Hill & Co LLP, will be proposed for reappointment in accordance with section 485 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 4
Gaia Fertility Limited Independent auditor's report to the members of Gaia Fertility Limited
Opinion
We have audited the financial statements of Gaia Fertility Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 5
Gaia Fertility Limited Independent auditor's report to the members of Gaia Fertility Limited (continued)
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.
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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 6
Gaia Fertility Limited Independent auditor's report to the members of Gaia Fertility 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 Group 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 directors. ∙Conclude on the appropriateness of the directors' 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. ∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. 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. Page 7
Gaia Fertility Limited Independent auditor's report to the members of Gaia Fertility Limited (continued) 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.
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 8
Gaia Fertility Limited Consolidated statement of comprehensive income For the year ended 31 December 2024
|  | As restated
| 2024 | 2023
| £ | £
Turnover | 4 | 1,297,874 | 646,409
Cost of sales |  | (978,727) | (549,568)
Gross profit |  | 319,147 | 96,841
Administrative expenses |  | (5,707,482) | (4,494,072)
Other operating income | 5 | - | 349,805
Operating loss | 6 | (5,388,335) | (4,047,426)
Interest receivable and similar income |  | 163,742 | 232,999
Interest payable and similar expenses |  | (409,351) | (48,948)
Loss before taxation |  | (5,633,944) | (3,863,375)
Tax on loss |  | 74,690 | (862,870)
Loss for the financial year |  | (5,559,254) | (4,726,245)
Currency translation differences |  | (15,836) | -
Other comprehensive income for the year |  | (15,836) | -
(Loss) for the year attributable to: |  |  |
Owners of the parent Company |  | (5,559,254) | (4,726,245)
|  | (5,559,254) | (4,726,245)
There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.
The notes on pages 15 to 31 form part of these financial statements.
Page 9
Gaia Fertility Limited Registered number: 12009812 Consolidated balance sheet As at 31 December 2024
|  |  |  | As restated
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 1,615,420 |  | 1,234,386
Tangible assets | 14 |  | 86,700 |  | 108,969
|  |  | 1,702,120 |  | 1,343,355
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 6,334,796 |  | 2,804,503 |
Cash at bank and in hand | 17 | 10,472,935 |  | 6,314,011 |
|  | 16,807,731 |  | 9,118,514 |
Creditors: amounts falling due within one year | 18 | (13,073,095) |  | (941,197) |
Net current assets |  |  | 3,734,636 |  | 8,177,317
Total assets less current liabilities |  |  | 5,436,756 |  | 9,520,672
Creditors: amounts falling due after more than one year | 19 |  | (1,953,334) |  | (463,139)
Net assets |  |  | 3,483,422 |  | 9,057,533
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 92 |  | 92
Share premium account | 22 |  | 17,142,217 |  | 17,141,238
Foreign exchange reserve | 22 |  | (15,836) |  | -
Profit and loss account | 22 |  | (13,643,051) |  | (8,083,797)
Equity attributable to owners of the Company |  |  | 3,483,422 |  | 9,057,533
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 15 to 31 form part of these financial statements. Page 10
Gaia Fertility Limited Registered number: 12009812 Company balance sheet As at 31 December 2024
|  |  |  | As restated
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 1,615,420 |  | 1,234,386
Tangible assets | 14 |  | 84,013 |  | 108,969
Investments | 15 |  | 283 |  | 283
|  |  | 1,699,716 |  | 1,343,638
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 8,311,154 |  | 3,327,846 |
Cash at bank and in hand | 17 | 10,363,142 |  | 6,202,016 |
|  | 18,674,296 |  | 9,529,862 |
Creditors: amounts falling due within one year | 18 | (14,054,068) |  | (903,935) |
Net current assets |  |  | 4,620,228 |  | 8,625,927
Total assets less current liabilities |  |  | 6,319,944 |  | 9,969,565
Creditors: amounts falling due after more than one year | 19 |  | (453,334) |  | (346,667)
Net assets |  |  | 5,866,610 |  | 9,622,898
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 92 |  | 92
Share premium account | 22 |  | 17,142,217 |  | 17,141,238
Profit and loss account brought forward | 22 | (7,518,432) |  | (3,353,802) |
Loss for the year | 22 | (3,757,267) |  | (4,164,630) |
Profit and loss account carried forward | 22 |  | (11,275,699) |  | (7,518,432)
|  |  | 5,866,610 |  | 9,622,898
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 15 to 31 form part of these financial statements. Page 11

|  | Gaia Fertility Limited |
Consolidated statement of changes in equity For the year ended 31 December 2024
|  | Called up share capital | Share premium account | Foreign exchange reserve | Profit and loss account | Equity attributable to owners of parent Company | Total equity
|  | £ | £ | £ | £ | £ | £
| As restated for the period ended 31 December 2023 At 1 January 2023 | 92 | 17,141,238 | - | (3,357,552) | 13,783,778 | 13,783,778
| Loss for the year | - | - | - | (4,726,245) | (4,726,245) | (4,726,245)
| At 1 January 2024 | 92 | 17,141,238 | - | (8,083,797) | 9,057,533 | 9,057,533
| Loss for the year | - | - | - | (5,559,254) | (5,559,254) | (5,559,254)
| Currency translation differences | - | - | (15,836) | - | (15,836) | (15,836)
| Shares issued during the year | - | 979 | - | - | 979 | 979
| At 31 December 2024 | 92 | 17,142,217 | (15,836) | (13,643,051) | 3,483,422 | 3,483,422
| The notes on pages 15 to 31 form part of these financial statements.
Page 12

Gaia Fertility Limited Company statement of changes in equity For the year ended 31 December 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
As restated for the period ended 31 December 2023 At 1 January 2023 | 92 | 17,141,238 | (3,353,802) | 13,787,528
Loss for the year | - | - | (4,164,630) | (4,164,630)
At 1 January 2024 | 92 | 17,141,238 | (7,518,432) | 9,622,898
Loss for the year | - | - | (3,757,267) | (3,757,267)
Contributions by and distributions to owners |  |  |  |
Shares issued during the year | - | 979 | - | 979
At 31 December 2024 | 92 | 17,142,217 | (11,275,699) | 5,866,610
| The notes on pages 15 to 31 form part of these financial statements.
Page 13
Gaia Fertility Limited Consolidated statement of cash flows For the year ended 31 December 2024
|  |  |  |  | As restated
|  |  |  | 2024 | 2023
|  |  | Note | £ | £
Cash flows from operating activities |  |  |
Loss for the financial year |  | (5,559,254) | (4,726,245)
Adjustments for: |  |  |
Amortisation of intangible assets | 13 | 528,371 | 274,795
Depreciation of tangible assets | 14 | 29,234 | 33,512
Loss on disposal of tangible assets |  | (6) | -
Interest paid |  | 409,351 | 48,948
Interest received |  | (163,742) | (232,999)
Taxation charge | 12 | 74,690 | 789,654
(Increase) in debtors |  | (3,769,912) | (935,281)
Increase in creditors |  | 960,940 | 83,518
Corporation tax received/(paid) |  | 164,929 | (861,990)
Net cash generated from operating activities |  | (7,325,399) | (5,526,088)
Cash flows from investing activities |  |  |
Purchase of intangible fixed assets | 13 | (909,405) | (861,155)
Purchase of tangible fixed assets | 14 | (6,965) | (23,008)
Sale of tangible fixed assets |  | 6 | -
Interest received |  | 163,742 | 232,999
Net cash from investing activities |  | (752,622) | (651,164)
Cash flows from financing activities |  |  |
Issue of ordinary shares |  | 979 | -
New secured loans |  | 2,970,195 | 627,601
Purchase of SAFE loans |  | 9,690,793 | -
Interest paid |  | (409,351) | (48,948)
Net cash used in financing activities |  | 12,252,616 | 578,653
Net increase/(decrease) in cash and cash equivalents |  | 4,174,595 | (5,598,599)
Cash and cash equivalents at beginning of year |  | 6,314,011 | 11,912,610
Foreign exchange gains and losses |  | (15,836) | -
Cash and cash equivalents at the end of year |  | 10,472,770 | 6,314,011
Cash and cash equivalents at the end of year comprise: |  |  |
Cash at bank and in hand |  | 10,472,935 | 6,314,011
Bank overdrafts |  | (165) | -
|  | 10,472,770 | 6,314,011
Page 14
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
1. | General information
Gaia Fertility Limited is a private company, limited by shares, incorporated and registered in England and Wales. The company's registered number and its principal place of business can be found on the Company Information page. The company's principal activity can be found in the Directors' report on page 3. 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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. The Group have committed to raise between $25m and $40m in order to have sufficient capital to continue through its development and growth.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Page 15
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.4 | Foreign currency translation (continued)
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙Turnover on insurance premiums is deemed to be earned when the associated insurance agreements have been fully executed; ∙Turnover on membership fees is deemed to be earned when paid; ∙Turnover on other items is deemed to be earned according to the principals listed above, as applicable for that particular item.
| 2.6 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 5 to 10 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Page 16
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.7 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.11 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.12 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. Page 17
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.13 | 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 and the Group operate and generate income.
| 2.14 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Internally generated software development costs | - | 10 | years on a straight line basis
|  |  |  | Other intangible assets | - | 5 | years on a straight line basis
| 2.15 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Fixtures, fittings and equipment | - | 25% | reducing balance
|  |  |  | Computer equipment | - | 25% | reducing balance
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 18
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.17 | 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.
| 2.18 | 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. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.19 | 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.
| 2.20 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
| 2.21 | Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Page 19
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following key judgments, estimates and assumptions, none of which are thought to have a reasonable possibility of material reassessment in the coming year, have been applied in preparing financial statements: Share based payments The group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The estimation of fair value requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield. Amortisation The group has recognised internally generated software development costs and other intangible assets arising from business combinations with a carrying value of £1,615,420 (2023: £1,234,386) at the reporting date as per note 13. On acquisition the company determines a reliable estimate of the useful life of intangible assets upon factors such as forecasts of expected future results and cash flows, and any legal, regulatory or contractual provisions that can limit useful life. At each subsequent reporting date the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the useful life of intangible assets. Depreciation The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. As per note 14 the carrying amount for furniture, fittings and equipment was £86,700 (2023: £108,969) at the reporting date. Revenue Significant management estimate is applied in determining the allocation and timing of the recognition of revenue on certain contracts. In this process management considers milestones, hardware supplied, actual work performed, further obligations and costs expected to complete the work. Page 20
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Premiums | 1,236,919 | 629,672
| Membership fees | 39,684 | 2,077
| Other | 21,271 | 14,660
|  | 1,297,874 | 646,409
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 1,293,608 | 646,409
| Rest of the world | 4,266 | -
|  | 1,297,874 | 646,409
5. | Other operating income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Grants received | - | 349,805
|  | - | 349,805
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Research & development charged as an expense | 5,104 | 7,602
| Exchange differences | (121,646) | 14,980
| Depreciation expense | 29,234 | 33,512
| Amortisation expense | 528,371 | 274,795
Page 21
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
7. | Auditor's remuneration
| During the year, the Group obtained the following services from the Group's auditor:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Group's auditor for the audit of the consolidated and parent Company's financial statements | 21,750 | 9,500
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Wages and salaries | 2,345,026 | 1,731,566 | 1,458,225 | 1,557,564
| Social security costs | 179,341 | 245,282 | 179,341 | 245,282
| Cost of defined contribution scheme | 20,963 | 27,325 | 20,963 | 27,325
|  | 2,545,330 | 2,004,173 | 1,658,529 | 1,830,171
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2024 | 2023 | 2024 | 2023
|  |  | No. | No. | No. | No.
|  | Employees | 32 | 27 | 26 | 26
9. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 140,000 | 140,000
| Group contributions to defined contribution pension schemes | 1,321 | 1,321
|  | 141,321 | 141,321
| During the year retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.
Page 22
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
10. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other interest receivable | 163,742 | 232,999
|  | 163,742 | 232,999
11. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest payable | 152,148 | 31,588
| Other loan interest payable | 257,203 | 17,360
|  | 409,351 | 48,948
12. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | - | (73,216)
| Adjustments in respect of previous periods | (74,690) | -
|  | (74,690) | (73,216)
| Total current tax | (74,690) | (73,216)
| Deferred tax |  |
| Origination and reversal of timing differences | - | 936,086
| Total deferred tax | - | 936,086
| Tax on loss | (74,690) | 862,870
Page 23
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (5,633,944) | (3,863,375)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%) | (1,761,454) | (1,016,063)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 97,990 | 35,046
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 356,919 | 59,748
| Capital allowances for year in excess of depreciation | 4,632 | (5,806)
| Adjustments to tax charge in respect of prior periods | (74,690) | -
| Short-term timing difference leading to an increase (decrease) in taxation | - | 219,980
| Unrelieved tax losses carried forward | 1,301,913 | 936,086
| Other differences leading to an increase (decrease) in the tax charge | - | 633,879
| Total tax charge for the year | (74,690) | 862,870
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 24
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
13. | Intangible assets
| Group and Company
|  | Internally generated software development costs | Other intangible assets | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2024 | 1,481,844 | 111,450 | 1,593,294
| Additions | 612,272 | 297,133 | 909,405
| At 31 December 2024 | 2,094,116 | 408,583 | 2,502,699
| Amortisation |  |  |
| At 1 January 2024 | 319,138 | 39,770 | 358,908
| Charge for the year on owned assets | 452,659 | 75,712 | 528,371
| At 31 December 2024 | 771,797 | 115,482 | 887,279
| Net book value |  |  |
| At 31 December 2024 | 1,322,319 | 293,101 | 1,615,420
| At 31 December 2023 | 1,162,706 | 71,680 | 1,234,386
Page 25
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
14. | Tangible fixed assets
| Group and Company
|  | Furniture, fittings and equipment | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2024 | 174,589 | - | 174,589
| Additions | 4,278 | 2,687 | 6,965
| Disposals | (860) | - | (860)
| At 31 December 2024 | 178,007 | 2,687 | 180,694
| Depreciation |  |  |
| At 1 January 2024 | 65,620 | - | 65,620
| Charge for the year on owned assets | 29,234 | - | 29,234
| Disposals | (860) | - | (860)
| At 31 December 2024 | 93,994 | - | 93,994
| Net book value |  |  |
| At 31 December 2024 | 84,013 | 2,687 | 86,700
| At 31 December 2023 | 108,969 | - | 108,969
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 283
| At 31 December 2024 | 283
Page 26
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Gaia Finance I Limited | Henry Wood House, 4-5 Langham Place, London, W1B 3DG | Managing debt financing for group companies | Ordinary | 100%
| Gaia Family Limited | Henry Wood House, 4-5 Langham Place, London, W1B 3DG | Dormant | Ordinary | 100%
| Gaia Family Inc | 1209 Orange Street, Wilmington, New Castle, Delaware 19801 | Combining reproductive health data with financial technology to make IVF treatments | Ordinary | 100%
16. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Trade debtors | 12,320 | 4,294 | 12,320 | 4,294
| Amounts owed by group undertakings | - | - | 2,066,466 | 627,297
| Other debtors | 6,125,682 | 2,703,481 | 6,041,557 | 2,599,527
| Prepayments and accrued income | 196,794 | 96,728 | 190,811 | 96,728
|  | 6,334,796 | 2,804,503 | 8,311,154 | 3,327,846
17. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Cash at bank and in hand | 10,472,935 | 6,314,011 | 10,363,142 | 6,202,016
| Less: bank overdrafts (included in Note 18) | (165) | - | (165) | -
|  | 10,472,770 | 6,314,011 | 10,362,977 | 6,202,016
| The group has a fixed and floating charge registered over the intellectual property including trademarks held by the group.
Page 27
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
18. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Safe loans | 9,690,793 | - | 9,690,793 | -
| Bank overdrafts | 165 | - | 165 | -
| Bank loans | 1,740,000 | 260,000 | 1,240,000 | 260,000
| Trade creditors | 341,262 | 224,875 | 278,448 | 198,280
| Amounts owed to group undertakings | - | - | 1,703,029 | -
| Other taxation and social security | 302,892 | 225,105 | 302,892 | 225,105
| Other creditors | 917,685 | 189,473 | 791,741 | 189,556
| Accruals and deferred income | 80,298 | 41,744 | 47,000 | 30,994
|  | 13,073,095 | 941,197 | 14,054,068 | 903,935
| Please refer to note 20 for details about the bank loans.
19. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Bank loans | 1,953,334 | 463,139 | 453,334 | 346,667
|  | 1,953,334 | 463,139 | 453,334 | 346,667
| Please refer to note 20 for details about the bank loans.
Page 28
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
20. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 1,740,000 | 260,000 | 1,240,000 | 260,000
| Safe loans | 9,690,793 | - | 9,690,793 | -
|  | 11,430,793 | 260,000 | 10,930,793 | 260,000
| Amounts falling due 1-2 years |  |  |  |
| Bank loans | 1,120,001 | - | 453,334 | -
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 833,333 | 463,139 | - | 346,667
|  | 13,384,127 | 723,139 | 11,384,127 | 606,667
| Gaia Finance I Limited has a loan with Avcap Luxembourg Asset Holding I S.a.r.l 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. In the prior year Gaia Fertility Limited took out a loan with HSBC Innovation Bank for £650,000, which has a fixed charge on the assets of the company. The repayment is spread over 30 months and became repayable during the year. The year end balances is £346,667 (2023: £606,667). During the year, Gaia Fertility Limited took out an additional loan with HSBC Innovation Bank for £2,000,000, which has a fixed charge on the assets of the company. The repayment is spread over 24 months with the final repayment in April 2026. The year end balance totals £1,346,667 (2023: £Nil). SAFE loans (Simple Agreement for Future Equity) is a financing contract to raise capital, granting investors the right to future equity in the company. All the SAFE loans were converted into equity on 14 March 2025.
21. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 511,361 (2023 - 511,400) Ordinary shares of £0.0001 each | 51 | 51
|  | 173,827 (2023 - 173,800) Seed shares of £0.0001 each | 17 | 17
|  | 227,689 (2023 - 227,700) Series A shares of £0.0001 each | 23 | 23
|  | 7,813 (2023 - 7,800) Non-Voting Ordinary shares of £0.0001 each | 1 | 1
|  |  | 92 | 92
Page 29
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
22. | Reserves
Share premium account This represents the amount paid in excess of the nominal value of shares that have been issued by the Company. Foreign exchange reserve This reserve represents differences arising from translating the Gaia Family Inc's presentation currency from USD to GBP. Profit and loss account This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders.
| 23. | Analysis of net debt
|  |  | At 1 January 2024 | Cash flows | At 31 December 2024
|  |  | £ | £ | £
| Cash at bank and in hand | 6,314,011 | 4,158,924 | 10,472,935
| Bank overdrafts | - | (165) | (165)
| Debt due after 1 year | (463,139) | (1,490,195) | (1,953,334)
| Debt due within 1 year | (260,000) | (11,170,793) | (11,430,793)
|  | 5,590,872 | (8,502,229) | (2,911,357)
24. | Share-based payments
| The movements in the number of share options during the year were as follows:
|  | Number 2024 | Number 2023
| Outstanding at the beginning of the year | 119,853 | 83,178
| Granted during the year | 30,286 | 50,636
| Forfeited during the year | (37,994) | (13,961)
| Outstanding at the end of the year | 112,145 | 119,853
| The total expense recognised in profit or loss for the year was £Nil (2023: As restated £Nil). The total carrying amount of the liabilities arising from share-based payments at the end of the year was £654,953 (2023: As restated £654,953).
Page 30
Gaia Fertility Limited Notes to the financial statements For the year ended 31 December 2024
25. | Prior year adjustment
A prior year adjustment has been included to reduce the share option expense of £460,296 in the Administration expenses and the Profit and Loss Account. This was as a result of an incorrect valuation being applied in the previous year. This has resulted in a decrease in the loss for the year of £460,296. There is no overall impact on the net equity of the group.
26. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £20,963 (2023: £27,325). Contributions totalling £7,394 (2023: £8,332) were payable to the fund at the balance sheet date and are included in creditors.
27. | Commitments under operating leases
| At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Not later than 1 year | 57,984 | 57,984 | 57,984 | 57,984
|  | 57,984 | 57,984 | 57,984 | 57,984
28. | Related party transactions
| The company is exempt from disclosing related party transactions as they are with other companies that are wholly owned within the group.
29. | Post balance sheet events
As of 9 April 2026, Gaia Fertility Limited will stop selling products in the UK. The Group will continue to manage the existing loan book until all the loans have been repaid or sold to a third party, which, given the loan terms, could take a number of years. On 21 February 2025 the Company completed an intercompany reorganisation pursuant to which Gaia Family Inc. (a Delaware corporation) acquired the entire issued share capital of Gaia Fertility Limited from Gaia Fertility Limited's shareholders by way of a share-for-share exchange.
30. | Controlling party
As at 31 December 2024, Nader AlSalim directly controlled 48.9% of Gaia Fertility Limited's issued share capital and 48.9% of Gaia Fertility Limited's voting share capital. As at 31 December 2024, no other shareholder held 20% or more of the issued shares in Gaia Fertility Limited.
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