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REGISTERED NUMBER: 07037327 (England and Wales)







Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31st December 2023

for

Apex Medical Respiratory Ltd

Apex Medical Respiratory Ltd (Registered number: 07037327)






Contents of the Financial Statements
for the Year Ended 31st December 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Statement of Profit or Loss and Other Comprehensive
Income

6

Balance Sheet 7

Statement of Changes in Equity 8

Cash Flow Statement 9

Notes to the Cash Flow Statement 10

Notes to the Financial Statements 11


Apex Medical Respiratory Ltd

Company Information
for the Year Ended 31st December 2023







DIRECTORS: D Lee
Y Hsu





REGISTERED OFFICE: Unit 33
Great Western Business Park
McKenzie Way
Worcester
Worcestershire
WR4 9GN





REGISTERED NUMBER: 07037327 (England and Wales)





AUDITORS: Majainah Sadra Limited
2 Martin House
179/181 North End road
London
W14 9NL

Apex Medical Respiratory Ltd (Registered number: 07037327)

Strategic Report
for the Year Ended 31st December 2023

The directors present their strategic report for the year ended 31st December 2023.

REVIEW OF BUSINESS
The Wellell Group is a research and development, sales and marketing led manufacturer of pressure area care and respiratory therapy products. The company operates as a holding company to invest the subsidiaries in Europe region of Wellell Group.

The acquisition of Wellell UK Limited on 30th August 2012 strategically aligned the Wellell Group with its current business. In March 2016, the company acquired an interest in Germany (SLK) and acquired the other 50% of equity within the companies in September 2020. It will see a continued synergy between SLK and the Group in the markets demand for the extensive product range like patient lifter, intermittent pneumatic compression (IPC) and other products. And in order to simplify the group holding structure company in Europe region, the equity of Wellell France SAS is transferred from the group Dutch holding to the company in April 2021. The overall strategic emphasis on branding, value and channel will allow the Wellell brand to deliver the visibility scale in Europe region. The management review the results achieved in each period and compare them with the objectives through regular management meetings and subsidiary management.

KEY PERFORMANCE INDICATORS
As the company acts only as an intermediary holding company, and has minimal activity in the year, there are not considered to be any key performance indicators relevant to the individual company itself. Information about the activities of the subsidiaries can be found in the notes to the financial statements.

PRINCIPAL RISKS AND FINANCIAL INSTRUMENTS
The main risks and uncertainties of the business relate to investments in subsidiaries. These are monitored on an on-going basis through the measurement and review of financial performance of the subsidiaries in the following years.

As for financial instrument risks, the policy of Wellell Group doesn't allow all the subsidiaries to trade mid to high-risk financial instrument so the risk exposure could be limited.

SECTION 172(1) STATEMENT
As the company operates as a non-trading holding company, the company as a stand-alone entity does not have any suppliers (other than its accountants and auditors), customer or any direct trading activities.

From December 2023 the company now employs an administrator as the company's sole member of staff. This employee has been given flexibility as to when they work their set number of monthly hours.

Decisions as to the acquisition or disposal of subsidiaries and associates are driven by the directors of the ultimate parent company Wellell Inc.

The directors of Apex Medical Respiratory Limited, who act as nominated representatives of the board of directors of Wellell Inc, receive no remuneration directly from Apex Medical Respiratory Limited and are instead remunerated at a group level.

The subsidiaries of Apex Medical Respiratory Limited have their own separate board of directors.

FUTURE PLANS
Based on the core value of Wellell Group, it integrates wound management solutions, respiratory therapy, and digital healthcare services to deliver improved clinical outcomes and digital well-being for patients, caregivers, and healthcare providers. Driven by a profound respect for every individual life, the group aspires to help all inpatients and outpatients, and those who support them to live a healthy, carefree life. The company will continue to establish a platform for future expansion, and coordinate business activities within group companies to ensure our core values are supported and fulfilled.

ON BEHALF OF THE BOARD:





Y Hsu - Director


17th April 2024

Apex Medical Respiratory Ltd (Registered number: 07037327)

Report of the Directors
for the Year Ended 31st December 2023

The directors present their report with the financial statements of the company for the year ended 31st December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of an intermediate holding company

The principal activity of the group in the year under review was that of suppliers of medical equipment.

DIVIDENDS
No ordinary dividends were paid in the year (2022 - no dividends paid). The directors do not recommend payment of a final dividend.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1st January 2023 to the date of this report.

D Lee
Y Hsu

DISCLOSURE IN THE STRATEGIC REPORT
Matters, such as future developments, required by regulations made under s.416(4) CA 2006 are set out in the strategic report in accordance with s.414C(11) CA 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-state that the financial statements comply with IFRS;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





Y Hsu - Director


17th April 2024

Report of the Independent Auditors to the Members of
Apex Medical Respiratory Ltd

Opinion
We have audited the financial statements of Apex Medical Respiratory Ltd (the 'company') for the year ended 31st December 2023 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31st December 2023 and of its profit for the year then ended;
-have been properly prepared in accordance with UK adopted international accounting standards; 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Report of the Independent Auditors to the Members of
Apex Medical Respiratory Ltd


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Enquiry of management, those charged with governance and in house legal team around actual and potential litigation and claims;
- Enquiry of management, those charged with governance in tax and compliance functions to identify any instances of non-compliance with laws and regulations;
- Reviewing financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and
- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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 Auditors.

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 a Report of the Auditors 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.




Kamiljit Sadra BA FCA (Senior Statutory Auditor)
for and on behalf of Majainah Sadra Limited
2 Martin House
179/181 North End road
London
W14 9NL

19th April 2024

Apex Medical Respiratory Ltd (Registered number: 07037327)

Statement of Profit or Loss and Other Comprehensive Income
for the Year Ended 31st December 2023

2023 2022
Notes £    £   

CONTINUING OPERATIONS
Revenue - -

Administrative expenses (733,700 ) 10,380
OPERATING (LOSS)/PROFIT (733,700 ) 10,380

Finance income 5 14,849 6,030
(LOSS)/PROFIT BEFORE INCOME TAX 6 (718,851 ) 16,410

Income tax 8 4,007 (3,118 )
(LOSS)/PROFIT FOR THE YEAR (714,844 ) 13,292

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(714,844

)

13,292

Apex Medical Respiratory Ltd (Registered number: 07037327)

Balance Sheet
31st December 2023

2023 2022
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Investments 9 16,985,421 17,676,182
Trade and other receivables 10 1,201,875 1,635,025
18,187,296 19,311,207
CURRENT ASSETS
Trade and other receivables 10 400,540 10
Tax receivable 4,054 -
Cash and cash equivalents 11 748,183 758,793
1,152,777 758,803
TOTAL ASSETS 19,340,073 20,070,010
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 12 7,780,000 7,780,000
Share premium 13 17,068,272 17,068,272
Retained earnings 13 (6,387,071 ) (5,672,227 )
TOTAL EQUITY 18,461,201 19,176,045
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables 14 - 886,851
CURRENT LIABILITIES
Trade and other payables 14 878,872 4,034
Tax payable - 3,080
878,872 7,114
TOTAL LIABILITIES 878,872 893,965
TOTAL EQUITY AND LIABILITIES 19,340,073 20,070,010


The financial statements were approved by the Board of Directors and authorised for issue on 17th April 2024 and were signed on its behalf by:





Y Hsu - Director


Apex Medical Respiratory Ltd (Registered number: 07037327)

Statement of Changes in Equity
for the Year Ended 31st December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1st January 2022 7,180,000 (5,685,519 ) 16,168,272 17,662,753

Changes in equity
Issue of share capital 600,000 - 900,000 1,500,000
Total comprehensive income - 13,292 - 13,292
Balance at 31st December 2022 7,780,000 (5,672,227 ) 17,068,272 19,176,045

Changes in equity
Total comprehensive income - (714,844 ) - (714,844 )
Balance at 31st December 2023 7,780,000 (6,387,071 ) 17,068,272 18,461,201

Apex Medical Respiratory Ltd (Registered number: 07037327)

Cash Flow Statement
for the Year Ended 31st December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (7,594 ) 83,609
Tax paid (3,079 ) (14,113 )
Net cash from operating activities (10,673 ) 69,496

Cash flows from investing activities
Loans to group companies - (1,397,023 )
Loans repaid by group companies - 55,165
Interest received 63 39
Net cash from investing activities 63 (1,341,819 )

Cash flows from financing activities
Share issue - 1,500,000
Net cash from financing activities - 1,500,000

(Decrease)/increase in cash and cash equivalents (10,610 ) 227,677
Cash and cash equivalents at beginning
of year

2

758,793

531,116

Cash and cash equivalents at end of year 2 748,183 758,793

Apex Medical Respiratory Ltd (Registered number: 07037327)

Notes to the Cash Flow Statement
for the Year Ended 31st December 2023

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS
2023 2022
£    £   
(Loss)/profit before income tax (718,851 ) 16,410
Impairment of fixed asset investments 690,761 -
Unrealised exchange rate variances 47,357 (63,425 )
Finance income (14,849 ) (6,030 )
4,418 (53,045 )
Decrease in trade and other receivables - 89,018
(Decrease)/increase in trade and other payables (12,012 ) 47,636
Cash generated from operations (7,594 ) 83,609

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 748,183 758,793
Year ended 31st December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 758,793 531,116

3. NON-CASH TRANSACTIONS

Interest receivable on intercompany loans outstanding at the year end totalling £14,786 (2022 - £5,953) have been accounted for as a non-cash transaction in the cash flow statement.

Interest receivable on corporation tax to be recovered by way of deductions in future corporation tax payments totalling £48 (2022 - £38) have been accounted for as a non-cash transaction in the cash flow statement.

Apex Medical Respiratory Ltd (Registered number: 07037327)

Notes to the Financial Statements
for the Year Ended 31st December 2023


1. STATUTORY INFORMATION

Apex Medical Respiratory Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

BASIS OF PREPARATION
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

EXEMPTION FROM PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS
The financial statements contain information about Apex Medical Respiratory Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its ultimate parent company Wellell Group, a company incorporated in Taiwan.

GOING CONCERN
The financial statements have been prepared under going concern basis as the company will continue to trade for the foreseeable future with the financial support from its parent company.

CASH AND CASH EQUIVALENTS
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

TAXATION
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Deferred tax liabilities are recognised (if material) in respect of all timing differences that have originated but not reversed at the balance sheet date.

Deferred tax assets in respect of timing differences that have originated but not reversed at the balance sheet date are recognised only to the extent that it is probable that sufficient future taxable profits will be available against which deductible temporary differences can be utilised.

FOREIGN CURRENCIES
The financial statements are presented in British pound sterling (GBP).

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

FIXED ASSET INVESTMENTS
Investments held as fixed assets are stated at cost less any provisions for impairment. Investments are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairments are calculated such that the carrying value of the fixed asset investment is the lower of its cost or recoverable amount. Recoverable amount is the higher of its net realisable value and its value in use.

FINANCIAL ASSETS
Financial assets and liabilities are recognised when the company become a party to the contractual provision of the instruments.

Trade, other debtors and creditors are classified as basic financial instruments and are initially measured at transaction price.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and bank, short term bank deposits with an original maturity of three months or less.

Apex Medical Respiratory Ltd (Registered number: 07037327)

Notes to the Financial Statements - continued
for the Year Ended 31st December 2023

2. ACCOUNTING POLICIES - continued

FINANCIAL LIABILITIES
Financial liabilities, including trade and other payables, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future receipts, discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of the operations from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction cost.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Fixed asset investments in subsidiaries and associates impairment review

Judgement is applied when assessing whether there is any indication that fixed asset investments in subsidiaries and associates may be impaired. If any such indications exist, then a review of the forecast future net profitability of the relevant subsidiary or associate is undertaken and compared to its current net book value to determine the amount of impairment, if any, should be provided for. Judgement is also applied in forecasting future net profitability and such judgements are also subject to estimation uncertainty as the future trading of subsidiaries and associates are subject to unforeseen future events.

The value of fixed asset investments in subsidiaries and associates is included in note 10 of the financial statements.

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 250 -

The average number of employees during the year was NIL (2022 - NIL).

2023 2022
£    £   
Directors' remuneration - -

5. NET FINANCE INCOME
2023 2022
£    £   
Finance income:
Bank interest receivable 63 39
Group loan interest receivable 14,738 5,953
HMRC interest receivable 48 38
14,849 6,030

6. (LOSS)/PROFIT BEFORE INCOME TAX

The loss before income tax (2022 - profit before income tax) is stated after charging/(crediting):
2023 2022
£    £   
Foreign exchange differences 30,730 (17,526 )
Impairment of investment in shares in subsidiaries 690,761 -

Apex Medical Respiratory Ltd (Registered number: 07037327)

Notes to the Financial Statements - continued
for the Year Ended 31st December 2023

7. AUDITORS' REMUNERATION

Fees payable to the company's auditor:
2023 2022
£ £
Current year auditors
Audit of the company's financial statements 2,500 2,400
2,500 2,400

8. INCOME TAX

Analysis of tax (income)/expense
2023 2022
£    £   
Current tax:
UK corporation tax (4,007 ) 3,118
Total tax (income)/expense in statement of profit or loss and other
comprehensive income

(4,007

)

3,118

FACTORS AFFECTING THE TAX EXPENSE
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
(Loss)/profit before income tax (718,851 ) 16,410
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
19% (2022 - 19%)

(136,582

)

3,118

Effects of:
Impairment of fixed asset investments disallowable for tax purposes 131,245 -
Legal fees disallowable for tax purposes 1,330 -
Tax (income)/expense (4,007 ) 3,118

9. INVESTMENTS
Shares in
subsidiaries
£   
COST
At 1st January 2023
and 31st December 2023 25,838,516
PROVISIONS
At 1st January 2023 8,162,334
Provision for year 690,761
At 31st December 2023 8,853,095
NET BOOK VALUE
At 31st December 2023 16,985,421

Apex Medical Respiratory Ltd (Registered number: 07037327)

Notes to the Financial Statements - continued
for the Year Ended 31st December 2023

9. INVESTMENTS - continued
Shares in
subsidiaries
£   
COST
At 1st January 2022
and 31st December 2022 25,838,516
PROVISIONS
At 1st January 2022
and 31st December 2022 8,162,334
NET BOOK VALUE
At 31st December 2022 17,676,182

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Wellell UK Limited
Registered office: Unit 33, Great Western Business Park, Mckenzie Way, Worcester, England, WR4 9GN
Nature of business: Supply of medical equipment.
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 668,921 1,278,642
Loss for the year (609,721 ) (81,792 )

Westmeria Heath Care Limited
Registered office: Unit 33, Great Western Business Park, Mckenzie Way, Worcester, England, WR4 9GN
Nature of business: Dormant.
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 1 1

Westmercia Health Care Limited is a wholly owned subsidiary of Wellell UK Limited.

Apex Medical Limited
Registered office: Unit 33 Great Western Business Park, Mckenzie Way, Worcester, WR4 9GN
Nature of business: Dormant.
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 1 1

SLK Vertriebs GmbH
Registered office: Am Herdicksbach 18, 45731 Waltrop, Germany
Nature of business: Develops and distributes medical bedding systems.
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 5,181,437 4,420,410
Profit for the year 857,261 279,077

Apex Medical Respiratory Ltd (Registered number: 07037327)

Notes to the Financial Statements - continued
for the Year Ended 31st December 2023

9. INVESTMENTS - continued

SLK Medical GmbH
Registered office: Am Herdicksbach 18, 45731 Waltrop, Germany
Nature of business: Therapy products for pressure sores & ulcers.
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 311,852 306,149
Profit for the year 12,271 44,135

Wellell France SAS
Registered office: 4 Boulevard de la Chanterie, 49124 St-Barthelemy-d'Anjou, France
Nature of business: Trade, distribution and marketing of medical.
%
Class of shares: holding
ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves (296,542 ) (132,679 )
(Loss)/profit for the year (167,359 ) 339,649

Impairment of investment in shares in subsidiaries
Following the company's subsidiary subsidiary Wellell UK Limited making unexpected losses in the current financial year, the directors have reassessed the future cashflow forecasts of Wellell UK Limited for the next 5 years and adjusted the impairment provision made in previous financial periods accordingly.

These future cashflow forecasts were based on the director's assessment of the future financial performance both existing and future products or online business. As there is currently no directly comparable historical data to base the earning potential of future products or online business, the director's assessment was based on the market survey and market experience from the management.

For the purpose of impairment testing, the company estimated the recoverable amount of the investments in Wellell UK Limited and this was based on expected future cash flows and an appropriate discount rate. The key inputs to the estimated future cash flows were the discount rate of 11.4% p.a. (2022 - 9.7% p.a.) and the sustainable growth rate of 8.1% p.a. (2022 - 7.0% p.a.).

The net book value of the company's investment in Wellell UK Limited at the year end was £6,600,612 (2022 - £7,291,373), following an impairment provision of £690,761 (2022 - £nil) recognised in the current financial year.

10. TRADE AND OTHER RECEIVABLES

2023 2022
£    £   
Current:
Amounts owed by group undertakings 400,530 -
VAT 10 10
400,540 10

Non-current:
Amounts owed by group undertakings 1,201,875 1,635,025

Aggregate amounts 1,602,415 1,635,035

Apex Medical Respiratory Ltd (Registered number: 07037327)

Notes to the Financial Statements - continued
for the Year Ended 31st December 2023

11. CASH AND CASH EQUIVALENTS

2023 2022
£    £   
Bank accounts 748,183 758,793

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
7,780,000 Ordinary £1 7,780,000 7,780,000

13. RESERVES

Share premium
Share premium reserve relates to amounts received in regard to past issue of shares in excess of the par value of those shares. The company may use the share premium account to pay up new shares to be allotted to members as fully paid bonus shares. Otherwise, the company may reduce the share premium reserve in accordance with the provisions of the Companies Act 2016 relating to the reduction of a company’s share capital apply as if the share premium account were part of its paid up share capital.

Retained earnings
Retained earnings represents accumulated realised profits, less accumulated realised losses, net of any dividends paid.

14. TRADE AND OTHER PAYABLES

2023 2022
£    £   
Current:
Trade creditors - 60
Other creditors 867,900 -
Accrued expenses 10,972 3,974
878,872 4,034

Non-current:
Other creditors - 886,851

Aggregate amounts 878,872 890,885

15. ULTIMATE PARENT COMPANY

Both the immediate and ultimate parent company is Wellell Inc, whose country of incorporation is Taiwan. The registered office of Wellell Inc is No. 9, Min Sheng St., Tu-Cheng, New Taipei City, 23679, Taiwan.

The consolidated group accounts of Wellell Inc are the smallest and largest set of consolidated group accounts in which Apex Medical Respiratory Limited is included and are available at the above address.

Apex Medical Respiratory Ltd (Registered number: 07037327)

Notes to the Financial Statements - continued
for the Year Ended 31st December 2023

16. RELATED PARTY DISCLOSURES

At the year end the company had amounts receivable from Wellell Germany GmbH, a fellow subsidiary of Wellell Inc, of translated value of £681,135 (2022 - £689,180). These loans are repayable after more than one year with an interest rate of 1% p.a. Translated loan interest of £6,697 (2022 - £5,390) has been charged by the company to Wellell Germany GmbH in regard to these loans.

At the year end the company had amounts receivable from Wellell France SAS, a fellow subsidiary of Wellell Inc, of translated value of £520,740 (2022 - £532,111). These loans are repayable after more than one year and are interest free.

At the year end the company had amounts receivable from Wellell America Corp., a fellow subsidiary of Wellell Inc, of translated value of £400,530 (2022 - £413,734). These loans are repayable within one year with an interest rate of 2% p.a. Translated loan interest of £8,041 (2022 - £563) has been charged by the company to Wellell America Corp. in regard to these loans.

17. EVENTS AFTER THE REPORTING PERIOD

On 22 January 2024 the company issued 124,800 new ordinary shares to Wellell Inc for £312,000.