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REGISTERED NUMBER: 06994034 (England and Wales)




GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 29 FEBRUARY 2024

FOR

WELLBEING (UNITED KINGDOM) LIMITED

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 29 February 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

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 Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 17


WELLBEING (UNITED KINGDOM) LIMITED

COMPANY INFORMATION
for the year ended 29 February 2024







DIRECTORS: S Seow
C Y Teh





SECRETARY: M M Raza





REGISTERED OFFICE: 8 Prior Deram Walk
Coventry
West Midlands
CV4 8FT





REGISTERED NUMBER: 06994034 (England and Wales)





AUDITORS: Luckmans Duckett Parker Limited
1110 Elliott Court
Coventry Business Park
Herald Avenue
Coventry
West Midlands
CV5 6UB

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

GROUP STRATEGIC REPORT
for the year ended 29 February 2024

The directors present their strategic report of the company and the group for the year ended 29 February 2024.

REVIEW OF BUSINESS
The principal activity of the Group is that of retail dispensing chemists. Turnover has increased by £11,233,510 (64.1%) compared to 2023 which is largely due to the acquisition of further chemists at various stages through the year across the Group; an additional 11 pharmacies have been acquired bringing the Group number to 37 at 29th February 2024.
Gross margin has increased by 0.71% from prior year. Drug supply shortages in the year has placed pressures on gross margin; this has been mitigated by the provision of services.
Staffing has been difficult and overhead costs particularly related to locums, have remained high as a result. This has placed pressure on margin and bottom line results.

PRINCIPAL RISKS AND UNCERTAINTIES
The pharmacy sector is closely monitored by the Department of Health. The drug pricing levels determined by the Department of Health directly impact the Group and thereby has an affect upon the Group's turnover and profitability.
The Group closely monitors costs and proactively responds to drug shortages.

DEVELOPMENT AND PERFORMANCE
Key performance indicators are:
2024 2023
Turnover increase 11,233,510 5,574,462
Gross margin percentage increase/(decrease) 0.71% (1.68)%
Increase in number of employees 82 16

Key Actions to Improve Financial Position and Return to Profitability
Wellbeing is focusing on promoting and enhancing existing pharmacy services while expanding its offerings, ensuring better accessibility and a growing customer base. The Group is actively recruiting additional permanent pharmacists to reduce reliance on high-cost locum staff, resulting in significant cost savings and improved workforce continuity. Wellbeing is increasing its range of OTC products and has implemented a focused strategy to boost sales, including:
a. Training staff to effectively promote OTC products to customers.
b. Hiring experienced product promoters to drive awareness and increase OTC sales.

The Parent company continues to buy in bulk where possible, in order to improve purchasing and therefore margin.
The Group remains acquisitive of new businesses in the new year.
The Group R&D activities continue in regard to the design and development of a centralised software system for multiple pharmacies.

ON BEHALF OF THE BOARD:





S Seow - Director


20 February 2025

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

REPORT OF THE DIRECTORS
for the year ended 29 February 2024

The directors present their report with the financial statements of the company and the group for the year ended 29 February 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of retail chemists.

DIVIDENDS
No dividends will be distributed for the year ended 29 February 2024.

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
S Seow has held office during the whole of the period from 1 March 2023 to the date of this report.

Other changes in directors holding office are as follows:

C Y Teh - appointed 20 February 2024

DISCLOSURE IN THE STRATEGIC REPORT
Items required to be included in the Report of the Directors under Schedule 7 to the Large and Medium-Sized Company and Groups (Accounts & Reports Regulations) 2008 are set out in the strategic report in accordance with S414c(11) CA 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

REPORT OF THE DIRECTORS
for the year ended 29 February 2024


AUDITORS
The auditors, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





S Seow - Director


20 February 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WELLBEING (UNITED KINGDOM) LIMITED

Opinion
We have audited the financial statements of Wellbeing (United Kingdom) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 29 February 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 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 affairs as at 29 February 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 Auditors' 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 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 group's and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WELLBEING (UNITED KINGDOM) LIMITED


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 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 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 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WELLBEING (UNITED KINGDOM) LIMITED


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:

In identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- reference to past history and experience of the Group and knowledge of the Sector,
- enquiry of management, including obtaining and reviewing supporting documentation concerning
the Group's procedures relating to:

-identifying and complying with laws and regulations and whether they were aware of any
instances of non-compliance;

-detection and response to risk of fraud and whether they were aware of any actual or suspected
instances of fraud.
- assessment of the controls and processes that the Group has in place to mitigate risk

Our assessments included the identification of the following potential areas for fraud:
- Management override of control;
- Purchase recognition; particularly cut-off and manipulation through override


We design audit procedures by tailored and directed testing to aid and support the level of determined level of risk. In response to the assessed risk we plan audit tests and procedures that target specific areas where misstatement may occur. These procedures and the extent to which they are capable of detecting irregularities, including fraud, are detailed below:


- We critically assessed the appropriateness and tested the application of the revenue and cost
recognition policies
- We tested the appropriateness of accounting journals and other adjustments made in the
preparation of the financial statements
- We reviewed the Group's accounting policies for non-compliance with relevant standards.
- We made enquiries of management and reviewed correspondence with the relevant authorities to
identify any irregularities or instances of non-compliance with laws and regulations

In performing an audit in accordance with UK GAAP, we exercise professional judgement and maintain professional scepticism throughout the audit process.

All engagement team members were made aware of relevant identified laws and regulations and potential fraud risks and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion or override of internal controls. There are inherent limitations in the audit procedures performed.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WELLBEING (UNITED KINGDOM) LIMITED


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.




Ashwani Rishiraj BA FCA (Senior Statutory Auditor)
for and on behalf of Luckmans Duckett Parker Limited
1110 Elliott Court
Coventry Business Park
Herald Avenue
Coventry
West Midlands
CV5 6UB

20 February 2025

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
for the year ended 29 February 2024

2024 2023
Notes £    £   

TURNOVER 28,751,401 17,517,891

Cost of sales 18,470,658 11,377,552
GROSS PROFIT 10,280,743 6,140,339

Administrative expenses 11,455,603 6,636,586
(1,174,860 ) (496,247 )

Other operating income 1,424,628 859,595
OPERATING PROFIT 4 249,768 363,348

Interest receivable and similar income 305 337
250,073 363,685

Interest payable and similar expenses 5 607,047 318,096
(LOSS)/PROFIT BEFORE TAXATION (356,974 ) 45,589

Tax on (loss)/profit 6 195,037 104,930
LOSS FOR THE FINANCIAL YEAR (552,011 ) (59,341 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(552,011

)

(59,341

)

Loss attributable to:
Owners of the parent (500,266 ) (180,294 )
Non-controlling interests (51,745 ) 120,953
(552,011 ) (59,341 )

Total comprehensive income attributable to:
Owners of the parent (500,266 ) (180,294 )
Non-controlling interests (51,745 ) 120,953
(552,011 ) (59,341 )

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

CONSOLIDATED BALANCE SHEET
29 February 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 7,429,748 6,144,812
Tangible assets 9 3,107,678 2,761,114
Investments 10 - -
10,537,426 8,905,926

CURRENT ASSETS
Stocks 11 2,131,476 1,319,097
Debtors 12 3,443,058 1,819,703
Cash at bank and in hand 1,465,144 1,171,312
7,039,678 4,310,112
CREDITORS
Amounts falling due within one year 13 10,272,494 7,732,513
NET CURRENT LIABILITIES (3,232,816 ) (3,422,401 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,304,610

5,483,525

CREDITORS
Amounts falling due after more than one
year

14

(7,236,627

)

(4,863,531

)

PROVISIONS FOR LIABILITIES 18 (93,032 ) (93,032 )
NET (LIABILITIES)/ASSETS (25,049 ) 526,962

CAPITAL AND RESERVES
Called up share capital 19 2 2
Retained earnings 20 (376,149 ) 124,117
SHAREHOLDERS' FUNDS (376,147 ) 124,119

NON-CONTROLLING INTERESTS 21 351,098 402,843
TOTAL EQUITY (25,049 ) 526,962

The financial statements were approved by the Board of Directors and authorised for issue on 20 February 2025 and were signed on its behalf by:





S Seow - Director


WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

COMPANY BALANCE SHEET
29 February 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 3,132,363 3,144,907
Tangible assets 9 2,522,755 2,430,582
Investments 10 1,322,730 1,322,730
6,977,848 6,898,219

CURRENT ASSETS
Stocks 11 1,011,818 703,455
Debtors 12 2,953,677 1,914,894
Cash at bank and in hand 353,325 577,363
4,318,820 3,195,712
CREDITORS
Amounts falling due within one year 13 6,403,773 5,670,660
NET CURRENT LIABILITIES (2,084,953 ) (2,474,948 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,892,895

4,423,271

CREDITORS
Amounts falling due after more than one
year

14

(4,657,763

)

(4,004,312

)

PROVISIONS FOR LIABILITIES 18 (60,431 ) (60,431 )
NET ASSETS 174,701 358,528

CAPITAL AND RESERVES
Called up share capital 19 2 2
Retained earnings 20 174,699 358,526
SHAREHOLDERS' FUNDS 174,701 358,528

Company's loss for the financial year (183,827 ) (67,996 )

The financial statements were approved by the Board of Directors and authorised for issue on 20 February 2025 and were signed on its behalf by:





S Seow - Director


WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 29 February 2024

Called up
share Retained Non-controlling Total
capital earnings Total interests equity
£    £    £    £    £   
Balance at 1 March 2022 2 304,411 304,413 361,890 666,303

Changes in equity
Dividends - - - (80,000 ) (80,000 )
Total comprehensive income - (180,294 ) (180,294 ) 120,953 (59,341 )
Balance at 28 February 2023 2 124,117 124,119 402,843 526,962

Changes in equity
Total comprehensive income - (500,266 ) (500,266 ) (51,745 ) (552,011 )
Balance at 29 February 2024 2 (376,149 ) (376,147 ) 351,098 (25,049 )

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 29 February 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 March 2022 2 426,522 426,524

Changes in equity
Total comprehensive income - (67,996 ) (67,996 )
Balance at 28 February 2023 2 358,526 358,528

Changes in equity
Total comprehensive income - (183,827 ) (183,827 )
Balance at 29 February 2024 2 174,699 174,701

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

CONSOLIDATED CASH FLOW STATEMENT
for the year ended 29 February 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,115,050 1,186,533
Interest paid (607,047 ) (318,096 )
Tax paid (113,772 ) (87,275 )
Taxation refund 134,280 -
Net cash from operating activities 528,511 781,162

Cash flows from investing activities
Purchase of intangible fixed assets (2,569,447 ) (2,340,870 )
Purchase of tangible fixed assets (531,996 ) (103,973 )
Sale of intangible fixed assets - 8,995
Sale of tangible fixed assets 8,450 383,329
Interest received 305 337
Net cash from investing activities (3,092,688 ) (2,052,182 )

Cash flows from financing activities
New bank loans in year 2,940,000 242,400
Bank loan repayments in year (423,326 ) (370,128 )
Other new loans 325,170 860,000
Other loan repayments (207,858 ) -
Capital repayments in year (42,725 ) (21,546 )
Amount withdrawn by directors (148,280 ) (88,008 )
Dividends paid to minority interests - (80,000 )
Net cash from financing activities 2,442,981 542,718

Decrease in cash and cash equivalents (121,196 ) (728,302 )
Cash and cash equivalents at
beginning of year

2

713,329

1,441,631

Cash and cash equivalents at end of
year

2

592,133

713,329

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the year ended 29 February 2024

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2024 2023
£    £   
(Loss)/profit before taxation (356,974 ) 45,589
Depreciation charges 1,467,545 872,849
Profit on disposal of fixed assets (6,052 ) (81,091 )
Finance costs 607,047 318,096
Finance income (305 ) (337 )
1,711,261 1,155,106
Increase in stocks (812,379 ) (457,849 )
Increase in trade and other debtors (1,488,506 ) (181,947 )
Increase in trade and other creditors 1,704,674 671,223
Cash generated from operations 1,115,050 1,186,533

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 29 February 2024
29.2.24 1.3.23
£    £   
Cash and cash equivalents 1,465,144 1,171,312
Bank overdrafts (873,011 ) (457,983 )
592,133 713,329
Year ended 28 February 2023
28.2.23 1.3.22
£    £   
Cash and cash equivalents 1,171,312 1,441,631
Bank overdrafts (457,983 ) -
713,329 1,441,631


WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the year ended 29 February 2024

3. ANALYSIS OF CHANGES IN NET DEBT

At 1.3.23 Cash flow At 29.2.24
£    £    £   
Net cash
Cash at bank and in hand 1,171,312 293,832 1,465,144
Bank overdrafts (457,983 ) (415,028 ) (873,011 )
713,329 (121,196 ) 592,133
Debt
Finance leases (120,710 ) 39,327 (81,383 )
Debts falling due within 1 year (387,289 ) (161,026 ) (548,315 )
Debts falling due after 1 year (4,775,897 ) (2,413,420 ) (7,189,317 )
(5,283,896 ) (2,535,119 ) (7,819,015 )
Total (4,570,567 ) (2,656,315 ) (7,226,882 )

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 29 February 2024

1. STATUTORY INFORMATION

Wellbeing (United Kingdom) Limited 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 General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Group has been impacted by driving price increases caused by the well-publicised drug shortages.
Staffing has also proved challenging and the continued hire of locums has impacted results.
Key Actions to Improve Financial Position and Return to Profitability
Wellbeing is focusing on promoting and enhancing existing pharmacy services while expanding its offerings, ensuring better accessibility and a growing customer base. The Group is actively recruiting additional permanent pharmacists to reduce reliance on high-cost locum staff, resulting in significant cost savings and improved workforce continuity. Wellbeing is increasing its range of OTC products and has implemented a focused strategy to boost sales, including:
a. Training staff to effectively promote OTC products to customers.
b. Hiring experienced product promoters to drive awareness and increase OTC sales.

With consideration of the close control over business performance that the management team operate, it is considered appropriate that the financial statements have been prepared on the going concern basis.

Basis of consolidation
All subsidiaries of the Group have been accounted for using the acquisition method set out in Section 9 paragraph 13 onwards of FRS 102.
The financial statements consolidate the results of the Company and all it's subsidiaries for the year ended 29th February 2024 and shows the results of the Group for the year to 29th February 2024.
In all instances, the consolidation is adjusted for minority interests and intra-group transactions are eliminated.

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

2. ACCOUNTING POLICIES - continued

Turnover
The policies adopted for the recognition of turnover are as follows:-

NHS Income

NHS income is recognised in line with statements FP34. Adjustments are made for any income earned but not yet received.

Over the counter (OTC) sales

OTC sales are recorded as per till records and are therefore recognised at point of sale.

Goodwill
Goodwill on consolidation has been accounted for in line with FRS 102 Section 19 procedures.
Goodwill on consolidation is being amortised over its estimated useful life of 10 years.

Goodwill in relation to the acquisition of a business in 2009 is being written off over it's estimated economic life of 10 years.
Goodwill in relation to the acquisition of a business in 2011 is being written off over it's estimated economic life of 10 years.
Goodwill in relation to the acquisition of a business in 2013 is being written off over it's estimated economic life of 10 years.
Goodwill in relation to the acquisition of a business in 2020 is being written off over it's estimated economic life of 10 years.
Goodwill in relation to the acquisitions of businesses in 2022 is being written off over the revised estimated economic useful life of 6,8 and 10 years.
Goodwill in relation to the acquisition of businesses in 2023 is being written off over it's estimated economic useful life of 6,8 and 10 years.
Goodwill in relation to the acquisition of businesses in the year ended 2024 is being written off over it's estimated economic useful life of 2,5,7 and 10 years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 2% on cost
Short leasehold - Equal instalments over period of lease
Improvements to property - Equal instalments over period of lease
Plant and machinery - 20% on cost and 10% on reducing balance
Fixtures and fittings - 25% on cost, 25% on reducing balance, 20% on cost and 10% on reducing balance
Motor vehicles - 20% on cost and 15% on reducing balance
Computer equipment - 20% on cost and Straight line over 3 years

Government grants
Government grants received have been released to the profit and loss account during the period on a systematic basis over the period in which the Entity recognises the costs for which the grant is intended to compensate. This is in accordance with FRS 102 section 24.

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


WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments
Agreements for the sale of pharmacy receivables have been accounted for in accordance with FRS 102 11.33 such that the financial asset is derecognised as the Entity transfers to another party substantially all the risks and reward of ownership of the financial asset. The remaining financial obligation is shown as an overdraft; as short term finance repayable on demand.

3. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 4,342,132 2,513,790
Social security costs 345,233 180,927
Other pension costs 68,488 42,591
4,755,853 2,737,308

The average number of employees during the year was as follows:
2024 2023

Administrative and retail 203 121

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

3. EMPLOYEES AND DIRECTORS - continued

The average number of employees by undertakings that were proportionately consolidated during the year was 203 (2023 - 121 ) .

2024 2023
£    £   
Directors' remuneration - -

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024 2023
£    £   
Hire of plant and machinery 2,748 5,038
Other operating leases 649,280 381,395
Depreciation - owned assets 183,034 118,321
Profit on disposal of fixed assets (6,052 ) (81,091 )
Goodwill amortisation 986,065 456,083
Goodwill on acquisition amortisation 298,446 298,445
Auditors' remuneration 72,404 43,358

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Other interest 265,544 103,165
Bank loan interest 341,014 213,994
Late payment interest 489 937
607,047 318,096

6. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 245,658 143,854
Prior years - (2,992 )
R&D Credit (50,621 ) (28,562 )
Total current tax 195,037 112,300

Deferred tax - (7,370 )
Tax on (loss)/profit 195,037 104,930

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

6. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
(Loss)/profit before tax (356,974 ) 45,589
(Loss)/profit multiplied by the standard rate of corporation tax in the
UK of 25 % (2023 - 19 %)

(89,244

)

8,662

Effects of:
Expenses not deductible for tax purposes 30,054 8,891
Depreciation in excess of capital allowances 300,024 104,460
Utilisation of tax losses (1,316 ) -
Adjustments to tax charge in respect of previous periods - (2,992 )
Deferred tax - (7,370 )
Losses carried forward 13,056 8,019
R&D claim (50,621 ) (28,562 )
Capital gains - 13,822
Tax rate change (6,916 ) -
Total tax charge 195,037 104,930

7. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


8. INTANGIBLE FIXED ASSETS

Group
Goodwill
Intellectual on
Goodwill property acquisition Totals
£    £    £    £   
COST
At 1 March 2023 6,096,386 25 2,984,455 9,080,866
Additions 2,569,434 13 - 2,569,447
At 29 February 2024 8,665,820 38 2,984,455 11,650,313
AMORTISATION
At 1 March 2023 1,765,189 - 1,170,865 2,936,054
Amortisation for year 986,065 - 298,446 1,284,511
At 29 February 2024 2,751,254 - 1,469,311 4,220,565
NET BOOK VALUE
At 29 February 2024 5,914,566 38 1,515,144 7,429,748
At 28 February 2023 4,331,197 25 1,813,590 6,144,812

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

8. INTANGIBLE FIXED ASSETS - continued

Company
Intellectual
Goodwill property Totals
£    £    £   
COST
At 1 March 2023 4,815,099 12 4,815,111
Additions 548,899 3 548,902
At 29 February 2024 5,363,998 15 5,364,013
AMORTISATION
At 1 March 2023 1,670,204 - 1,670,204
Amortisation for year 561,446 - 561,446
At 29 February 2024 2,231,650 - 2,231,650
NET BOOK VALUE
At 29 February 2024 3,132,348 15 3,132,363
At 28 February 2023 3,144,895 12 3,144,907

9. TANGIBLE FIXED ASSETS

Group
Improvements
Freehold Short to Plant and
property leasehold property machinery
£    £    £    £   
COST
At 1 March 2023 2,031,316 59,478 101,741 634,515
Additions - 116 - 340
Disposals - - - -
At 29 February 2024 2,031,316 59,594 101,741 634,855
DEPRECIATION
At 1 March 2023 - 2,490 32,710 372,312
Charge for year - 4,887 6,490 32,197
Eliminated on disposal - - - -
At 29 February 2024 - 7,377 39,200 404,509
NET BOOK VALUE
At 29 February 2024 2,031,316 52,217 62,541 230,346
At 28 February 2023 2,031,316 56,988 69,031 262,203

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

9. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 March 2023 574,605 160,777 98,843 3,661,275
Additions 410,867 92,514 28,159 531,996
Disposals - (5,995 ) - (5,995 )
At 29 February 2024 985,472 247,296 127,002 4,187,276
DEPRECIATION
At 1 March 2023 382,078 62,258 48,313 900,161
Charge for year 78,762 26,752 33,946 183,034
Eliminated on disposal - (3,597 ) - (3,597 )
At 29 February 2024 460,840 85,413 82,259 1,079,598
NET BOOK VALUE
At 29 February 2024 524,632 161,883 44,743 3,107,678
At 28 February 2023 192,527 98,519 50,530 2,761,114

Company
Improvements
Freehold Short to Plant and
property leasehold property machinery
£    £    £    £   
COST
At 1 March 2023 2,031,316 10,791 64,110 594,466
Additions - 110 - 340
At 29 February 2024 2,031,316 10,901 64,110 594,806
DEPRECIATION
At 1 March 2023 - 2,489 14,795 346,944
Charge for year - 830 4,932 24,315
At 29 February 2024 - 3,319 19,727 371,259
NET BOOK VALUE
At 29 February 2024 2,031,316 7,582 44,383 223,547
At 28 February 2023 2,031,316 8,302 49,315 247,522

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

9. TANGIBLE FIXED ASSETS - continued

Company

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 March 2023 144,029 79,045 69,577 2,993,334
Additions 116,339 23,595 17,302 157,686
At 29 February 2024 260,368 102,640 86,879 3,151,020
DEPRECIATION
At 1 March 2023 119,383 41,349 37,792 562,752
Charge for year 2,441 5,849 27,146 65,513
At 29 February 2024 121,824 47,198 64,938 628,265
NET BOOK VALUE
At 29 February 2024 138,544 55,442 21,941 2,522,755
At 28 February 2023 24,646 37,696 31,785 2,430,582

10. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 March 2023
and 29 February 2024 1,322,730
NET BOOK VALUE
At 29 February 2024 1,322,730
At 28 February 2023 1,322,730

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

Subsidiaries

Alchemy Pharmaceuticals Limited
Registered office: 2 Parsons Lane, Littleport, Ely CB6 1JU
Nature of business: Retail pharmacy
%
Class of shares: holding
Ordinary 60.00

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

10. FIXED ASSET INVESTMENTS - continued

Triclover Limited
Registered office: 1207 High Road, Romford RM6 4AL
Nature of business: Retail Pharmacy
%
Class of shares: holding
Ordinary 70.00

Leal Healthcare Limited
Registered office: 8 Prior Deram Walk, Coventry CV4 8FT
Nature of business: Retail Pharmacy
%
Class of shares: holding
Ordinary 60.00

Care & Cure Partnership Limited
Registered office: 8 Prior Deram Walk, Coventry CV4 8FT
Nature of business: Retail Pharmacy
%
Class of shares: holding
Ordinary 60.00

Roots Chemist Limited
Registered office: 8 Prior Deram Walk, Coventry CV4 8FT
Nature of business: Retail Pharmacies
%
Class of shares: holding
Ordinary 100.00

New Exmouth Limited
Registered office: 8 Prior Deram Walk, Coventry CV4 8FT
Nature of business: Retail Pharmacy
%
Class of shares: holding
Ordinary 85.00

Percentage shareholding increased as from 28th February 2022.

Wellford Healthcare Limited
Registered office: 8 Prior Deram Walk, Coventry CV4 8FT
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Ross Chemist (Bishopsteignton) Ltd
Registered office: 8 Prior Deram Walk,Coventry CV4 8FT
Nature of business: Dormant
%
Class of shares: holding
Ordinary 60.00


WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

11. STOCKS

Group Company
2024 2023 2024 2023
£    £    £    £   
Stocks 2,131,476 1,319,097 1,011,818 703,455

12. DEBTORS

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year:
Trade debtors 2,020,856 1,107,342 1,250,583 857,551
Amounts owed by group undertakings - - 1,202,266 715,533
Other debtors 1,105,317 493,185 467,396 256,271
Tax 21,020 94,029 9,807 59,039
Prepayments 275,415 104,697 23,625 26,500
3,422,608 1,799,253 2,953,677 1,914,894

Amounts falling due after more than one year:
Other debtors 20,450 20,450 - -

Aggregate amounts 3,443,058 1,819,703 2,953,677 1,914,894

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 15) 1,400,936 845,272 352,154 299,808
Other loans (see note 15) 20,390 - 20,390 -
Hire purchase contracts (see note 16) 34,073 33,076 - -
Trade creditors 4,247,284 2,575,622 1,890,105 1,180,656
Amounts owed to group undertakings - - 200,272 154,549
Tax 279,578 137,042 110,534 48,375
Social security and other taxes 73,447 59,547 48,337 36,481
Other creditors 2,724,939 2,500,924 2,556,609 2,432,929
Directors' current accounts 1,144,898 1,293,178 1,144,898 1,293,178
Accrued expenses 346,949 287,852 80,474 224,684
10,272,494 7,732,513 6,403,773 5,670,660

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans (see note 15) 7,151,935 4,775,897 4,620,381 4,004,312
Other loans (see note 15) 37,382 - 37,382 -
Hire purchase contracts (see note 16) 47,310 87,634 - -
7,236,627 4,863,531 4,657,763 4,004,312

15. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year or on demand:
Bank overdrafts 873,011 457,983 - -
Bank loans 527,925 387,289 352,154 299,808
Other loans 20,390 - 20,390 -
1,421,326 845,272 372,544 299,808
Amounts falling due between one and two years:
Bank loans 553,013 428,547 364,855 337,550
Other loans - 1-2 years 20,390 - 20,390 -
573,403 428,547 385,245 337,550
Amounts falling due between two and five years:
Bank loans - 2-5 years 1,772,913 1,334,561 1,168,325 1,014,020
Other loans - 2-5 years 16,992 - 16,992 -
1,789,905 1,334,561 1,185,317 1,014,020
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more 5 yr by instal 4,826,009 3,012,789 3,087,201 2,652,742

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£    £   
Net obligations repayable:
Within one year 34,073 33,076
Between one and five years 47,310 87,634
81,383 120,710

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 450,621 327,956
Between one and five years 1,481,951 1,017,357
In more than five years 1,368,664 1,213,463
3,301,236 2,558,776

Company
Non-cancellable operating leases
2024 2023
£    £   
Within one year 175,634 137,509
Between one and five years 529,951 451,158
In more than five years 363,619 441,611
1,069,204 1,030,278

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

17. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans 7,679,860 5,163,186 4,972,535 4,304,120

The Bank holds a first legal charge over the freehold property at 13-15 Replingham Road, London. An unlimited debenture has been given and there is a right of set off between Wellbeing (United Kingdom) Ltd, Triclover Ltd, Alchemy Pharmaceuticals Ltd, Roots Chemist Ltd, Leal Healthcare Ltd, Care & Cure Partnership Ltd, New Exmouth Ltd, Ross Chemist (Bishopsteignton) Ltd; all being members of the Group.
Other Companies included in right of set off include Automeds Pharmacy Ltd and Portland Assets Ltd.
The Bank holds a Guarantee from S Seow dated 16/7/2018 for £375,000 plus costs and a deed of postponement or subordination in respect of all loans to the company.The Bank holds a Guarantee from S Seow dated 2nd September 2023 of £750,000 plus interest and costs.
A bank loan totalling £329,340 is secured by a first legal charge over the leasehold land and buildings of Leal Healthcare Ltd. Bank loans totalling £598,463 are secured by a first legal charge over the leasehold land and buildings at Bishopsteignton and Dartmouth Health & Wellbeing Centre, Dartmouth.Bank loans totalling £613,449 are secured by way of a fixed and floating charge on the assets of Care & Cure Partnership Ltd. Bank loans totalling £1,166,033 are secured by unlimited debenture in favour of the Bank and by first legal charge over land and buildings at George Clare Surgery, Swan Drive, Chatteris and St George's Medical Centre, Parsons Lane, Littleport.

18. PROVISIONS FOR LIABILITIES

Group Company
2024 2023 2024 2023
£    £    £    £   
Deferred tax 93,032 93,032 60,431 60,431

Group
Deferred
tax
£   
Balance at 1 March 2023 93,032
Balance at 29 February 2024 93,032

Company
Deferred
tax
£   
Balance at 1 March 2023 60,431
Balance at 29 February 2024 60,431

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
2 Ordinary £1 2 2

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

19. CALLED UP SHARE CAPITAL - continued

All shares rank pari passu in all respects.

20. RESERVES

Group
Retained
earnings
£   

At 1 March 2023 124,117
Deficit for the year (500,266 )
At 29 February 2024 (376,149 )

Company
Retained
earnings
£   

At 1 March 2023 358,526
Deficit for the year (183,827 )
At 29 February 2024 174,699


21. NON-CONTROLLING INTERESTS

Minority interests relate to a 40% interest in the capital and reserves of Alchemy Pharmaceutical Ltd, a 30% interest in the capital and reserves of Triclover Ltd, a 40% interest in the capital and reserves of Leal Healthcare Ltd, a 40% interest in the capital and reserves of Care & Cure Partnership Ltd and a 15% interest in the capital and reserves of New Exmouth Ltd.

During the year, the loss after tax attributable to minority interests was £(51,745). (2023: £120,953).

22. OTHER FINANCIAL COMMITMENTS

Wellbeing (United Kingdom) Ltd acts as top company guarantor for the funding advances by RX Bridge to subsidiary companies; Alchemy Pharmaceuticals Ltd, New Exmouth Ltd and Care & Cure Partnership Ltd.

23. RELATED PARTY DISCLOSURES

Key management personnel of the entity or its parent (in the aggregate)
2024 2023
£    £   
Amount due to related party 1,144,898 1,293,178

WELLBEING (UNITED KINGDOM) LIMITED (REGISTERED NUMBER: 06994034)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 29 February 2024

23. RELATED PARTY DISCLOSURES - continued

Other related parties
2024 2023
£    £   
Interest received 12,750 -
Recharges of expenses to related parties 445,202 375,233
Professional and consulting fees received 58,501 40,366
Rental income 15,300 15,300
Interest payable 99,758 71,460
Amount due from related party 691,215 183,834
Amount due to related party 3,448,014 2,224,015

24. POST BALANCE SHEET EVENTS

The Group remains acquisitive of additional pharmacies and has acquired 3 further pharmacies since the year end and paid a deposit for a further pharmacy acquisition. 100% of the share capital of Cranbrook Healthcare Ltd has also been acquired since the year end.