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Gaia Fertility Limited
Company statement of changes in equity
For the year ended 31 December 2024
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As restated for the period ended 31 December 2023
At 1 January 2023
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 15 to 31 form part of these financial statements.
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Page 13
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Gaia Fertility Limited
Consolidated statement of cash flows
For the year ended 31 December 2024
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Corporation tax received/(paid)
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Foreign exchange gains and losses
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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Page 14
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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
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Basis of preparation of financial statements
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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:
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.
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.
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Foreign currency translation
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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
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Foreign currency translation (continued)
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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.
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.
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
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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.
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
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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.
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:
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Internally generated software development costs
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years on a straight line basis
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years on a straight line basis
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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:
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Fixtures, fittings and equipment
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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
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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.
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.
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Cash and cash equivalents
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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.
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.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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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
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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The operating loss is stated after charging:
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Research & development charged as an expense
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Page 21
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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During the year, the Group obtained the following services from the Group's auditor:
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Fees payable to the Group's auditor for the audit of the consolidated and parent Company's financial statements
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.
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Page 22
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Page 23
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
12.Taxation (continued)
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Factors affecting tax charge for the year
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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:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Short-term timing difference leading to an increase (decrease) in taxation
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Unrelieved tax losses carried forward
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Other differences leading to an increase (decrease) in the tax charge
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 24
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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Internally generated software development costs
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Charge for the year on owned assets
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Page 25
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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Furniture, fittings and equipment
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Charge for the year on owned assets
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Investments in subsidiary companies
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Page 26
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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The following were subsidiary undertakings of the Company:
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Henry Wood House, 4-5 Langham Place, London, W1B 3DG
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Managing debt financing for group companies
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Henry Wood House, 4-5 Langham Place, London, W1B 3DG
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1209 Orange Street, Wilmington, New Castle, Delaware 19801
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Combining reproductive health data with financial technology to make IVF treatments
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Less: bank overdrafts (included in Note 18)
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The group has a fixed and floating charge registered over the intellectual property including trademarks held by the group.
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Page 27
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Please refer to note 20 for details about the bank loans.
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Creditors: Amounts falling due after more than one year
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Please refer to note 20 for details about the bank loans.
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Page 28
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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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.
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Allotted, called up and fully paid
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511,361 (2023 - 511,400) Ordinary shares of £0.0001 each
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173,827 (2023 - 173,800) Seed shares of £0.0001 each
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227,689 (2023 - 227,700) Series A shares of £0.0001 each
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7,813 (2023 - 7,800) Non-Voting Ordinary shares of £0.0001 each
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Page 29
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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.
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The movements in the number of share options during the year were as follows:
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Outstanding at the beginning of the year
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Forfeited during the year
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Outstanding at the end of the year
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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).
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Page 30
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Gaia Fertility Limited
Notes to the financial statements
For the year ended 31 December 2024
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.
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.
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Commitments under operating leases
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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:
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Related party transactions
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The company is exempt from disclosing related party transactions as they are with other companies that are wholly owned within the group.
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Post balance sheet events
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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.
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.
Page 31
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