REGISTERED NUMBER: 06382942 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

FOR

HERTS & ESSEX FERTILITY CENTRE LIMITED

Page

Balance Sheet

1

to

2

Notes to the Financial Statements

3

to

8

FIXED ASSETS

Tangible assets

4

94,389

-

CURRENT ASSETS

Stocks

130,529

114,087

Debtors

5

740,007

778,070

Cash at bank and in hand

399,690

173,749

1,270,226

1,065,906

CREDITORS

Amounts falling due within one year

6

1,038,752

870,871

NET CURRENT ASSETS

231,474

195,035

TOTAL ASSETS LESS CURRENT LIABILITIES

325,863

195,035

CAPITAL AND RESERVES

Called up share capital

7

1,000

1,000

Retained earnings

324,863

194,035

SHAREHOLDERS' FUNDS

325,863

195,035

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 September 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 September 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 June 2026 and were signed on its behalf by:

W J Greenham-Smith - Director

1.	STATUTORY INFORMATION

Herts & Essex Fertility Centre Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

06382942

Registered office:

Bishops' College,

Churchgate

Cheshunt

EN8 9XP

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of 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 management to exercise judgment in applying the Company's accounting policies.

JUDGEMENTS IN APPLYING ACCOUNTING AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In preparing these financial statements, management were not required to make any estimates or judgements which materially affect the reported income, expenses, assets and liabilities or disclosure of contingent assets or liabilities.

TURNOVER

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

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 to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line and reducing balance method.

Depreciation is provided on the following basis:

Improvement to property

7% straight line

Plant and machinery

25% straight line

Computer equipment

25% straight line

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.

STOCKS

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

OPERATING LEASES

Rentals under operating leases are charged to the Statement of Income and Retained Earnings on a

straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the period until the date the rent is expected to be adjusted to the prevailing market rate.

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.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loan's receivables 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.

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.

Pensions

Defined contribution pension plan.

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

FINANCIAL INSTRUMENTS

The Company only enters basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which approximates the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset, and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 52 (2024 - 50 ) .

4.	TANGIBLE FIXED ASSETS

Improvements

to

Plant and

Computer

property

machinery

equipment

Totals

£

£

£

£

Cost

Additions

6,889

100,774

5,820

113,483

At 30 September 2025

6,889

100,774

5,820

113,483

Depreciation

Charge for year

38

18,328

728

19,094

At 30 September 2025

38

18,328

728

19,094

Net book value

At 30 September 2025

6,851

82,446

5,092

94,389

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

379,941

453,429

Other debtors

360,066

324,641

740,007

778,070

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

-

1,691

Trade creditors

386,532

537,001

Amounts owed to group undertakings

489,562

164,394

Taxation and social security

100,371

158,185

Other creditors

62,287

9,600

1,038,752

870,871

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary shares

£1

1,000

1,000

8.	PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from the company in a self-administered fund. The pensions cost charge represents contributions payable by the company to the fund and amounted to £124,753 (2024 - £121,683). £14,640 (2024 - £15,442)) in contributions were outstanding at the period end.

9.	COMMITMENTS UNDER OPERATING LEASES

At 30 September 2025 the Company had future minimum lease payments under non-cancellable operating leases as follows:

2025

2024

£

£

Not later than 1 year

123,000

123,000

Later than 1 year and not later than 5 years

492,000

492,000

After 5 years

369,000

492,000

984,000

1,107,000

10.	ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY.

The Company's ultimate parent company is Espark ACU Limited which is incorporated in the United Kingdom and registered in England and Wales. Copies of the parent company financial statements may be obtained by writing to the Company Secretary at Unit 2.02 High Weald House, Glovers End, Bexhill, East Sussex, United Kingdom, TN39 5ES.

The Company is controlled by Dr M Ah-Moye and Dr S Ah-Moye, shareholders of the parent company.

11.	POST BALANCE SHEET EVENTS

Futurelife (UK) Bidco Limited acquired 90% of the share capital of Herts & Essex Fertility Centre Limited on 27 February 2026.